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**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

                             **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

Unaudited Consolidated Balance Sheets

Unaudited Consolidated Statement of Stockholder's Equity (Deficit)

Unaudited Consolidated Statements of Cash Flows

Notes to Unaudited Consolidated Financial Statements

Management's Discussion and Analysis or Plan of Operation

Signatures

                             **COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Operations**

                                                               Three Months Ended
                                                                   March 31,
                                                         ------------------------------
                                                              1999             2000
                                                         ------------      ------------
                                                                             (Restated)
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 ..............             --             886,662
                                                         ------------      ------------
   Total operating expenses ........................             --           1,514,522
                                                         ------------      ------------

Loss from operations ...............................             --            (605,924)

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

Loss before income taxes ...........................          (16,953)         (602,989)

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

Net loss ...........................................     $    (12,821)     $   (602,989)
                                                         ============      ============

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.

                             **COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Operations**

                                                                Nine Months Ended
                                                                      March 31,
                                                           ------------------------------
                                                                1999              2000
                                                           -------------     ------------
                                                                               (Restated)
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 ................             --           8,005,615
                                                           -------------     ------------
   Total operating expenses ..........................             --           9,914,679
                                                           -------------     ------------

Loss from operations .................................             --          (7,322,490)

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

Loss before income taxes .............................          (50,859)       (7,371,078)

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

Net loss .............................................     $    (38,463)     $ (7,371,078)
                                                           =============     ============

Loss per common share - basic and diluted ............     $       --        $      (0.10)
                                                           =============     ============

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

           See notes to unaudited consolidated financial statements.

**COGNIGEN NETWORKS, INC.**
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                      **Unaudited Consolidated Balance Sheets**

                                                                            June 30,          March 31,
                                                                              1999              2000
                                                                          ------------      ------------
                                                                                             (Restated)
                                     **Assets**
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 databases, net ...........................................        1,300,000         1,075,000
  Deferred tax asset ................................................           16,551            16,605
                                                                          ------------      ------------
   Total other assets ...............................................        1,316,551         1,283,903
                                                                          ------------      ------------

Total assets ........................................................     $  1,316,551      $  4,847,525
                                                                          ============      ============

                 **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 and
   outstanding at June 30, 1999 and March 31, 2000,
   respectively, and 37,298,444 to be issued at March ...............               20            82,287
   31, 2000
  Additional paid in capital ........................................             --          10,732,365
  Accumulated deficit ...............................................          (51,283)       (7,422,361)
                                                                          ------------      ------------
   Total stockholders' (deficit) equity .............................          (51,263)        3,392,291
                                                                          ------------      ------------

Total liabilities and stockholders' (deficit) equity ................     $  1,316,551      $  4,847,525
                                                                          ============      ============

           See notes to unaudited consolidated financial statements.

                             **COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

       Unaudited Consolidated Statement of Shareholders' Equity (Deficit)
                    For the Nine Months Ended March 31, 2000**

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

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
 and employment agreements

Reverse acquisition (Note 5)       15,757,047           69,723         (261,957)             --            (192,234)
Common stock issued for cash
 net of $727,474 of expenses       12,489,102           12,489        5,127,598              --           5,140,087
 (Note 6)

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

 Net loss ..................             --               --               --          (7,371,078)       (7,371,078)
                                  -----------     ------------     ------------      ------------      ------------

Balance, March 31, 2000 ....       82,287,546     $     82,287     $ 10,732,365      $ (7,422,361)     $  3,392,291
                                  ===========     ============     ============      ============      ============

           See notes to unaudited consolidated financial statements.

**COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Cash Flows**

                                                                 Nine Months Ended
                                                                             March 31,

                                                                1999            2000
                                                                             (Restated)
Cash flows from operating activities
  Net loss .............................................     $   (38,463)     $(7,371,078)
                                                             -----------      -----------
  Adjustments to reconcile net loss to net cash
   provided by operating activities
   Depreciation and amortization .......................            --            270,013
   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        6,051,116
                                                             -----------      -----------
      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.

                             **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".

Intangible Assets

Intangible  assets are stated at cost and consist of  goodwill  and  customer  databases
and are amortized using the straight-line method over five years.

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.

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 in July 2000  ..............     $ 1,300,000      $   510,000

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

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

**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  500  (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
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
1,000 (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 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.

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.

The  combined  aggregate  purchase  price  of  the  Company's  acquisition  of  Cognigen
Switching  ($3,287,397)  and  Cognigen  ($300,055)  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
Goodwill - Cognigen .........         213,770
Goodwill - Cognigen Switching       3,596,164
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.

**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.

**Note 7 - Amortization of Customer Databases and Goodwill**

The Company  changed its method of amortizing  customer  databases  and goodwill  during
fiscal  2000.  Previously  the Company  did not begin to amortize it customer  databases
until  the  migration  of  these  names  into  active  customers  had  begun.   However,
effective  July 1, 1999 as a result of the  significant  uncertainties  surrounding  the
commencement of the migration process,  the Company has reflected  amortization of these
databases over their estimated  remaining  useful lives of 4.33 years (through  November
1, 2003).  Additionally,  the Company changed the estimated  useful live of the goodwill
acquired in connection  with the  acquisition of the net assets of Cognigen  Corporation
from 20 years to 5 years.  The  effects  of these  corrections  on  previously  reported
quarterly  amounts  was  approximately  $83,000 of  additional  amortization  expense as
follows:

                                                         Loss Per  Stockholders'
                                            Net Loss       Share      Equity
                                         -----------    ----------  ----------
Three months ended March 31, 2000, as
 reported ...........................       (519,989)       (.01)   3,641,291
Three months ended March 31, 2000, as
 adjusted ...........................       (602,989)       (.01)   3,392,291
Nine months ended March 31, 2000, as
 reported ...........................     (7,138,078)       (.09)   3,641,291
Nine months ended March 31, 2000, as
 adjusted ...........................     (7,371,078)       (.10)   3,392,291

                             **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.

**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.

                         **Unaudited Results of Operations**

                                   Unaudited Results of             Unaudited Results of
                                       Operations for                    Operations
                                        The Company                     for Cognigen
                                --------------------------------------------------------------
                                Three Months     Nine Months     Three Months      Nine Months
                                   Ended            Ended            Ended           Ended
                                   March 31,       March 31,        March 31,       March 31,
                                    2000             2000             1999            1999
                                -----------      -----------      -----------      -----------
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 ..........         886,662        8,005,615          138,234          359,023
                                -----------      -----------      -----------      -----------
   Total operating expenses       1,514,522        9,914,679          537,451        1,130,397
                                -----------      -----------      -----------      -----------

Loss from operations ......        (605,924)      (7,322,490)         (33,239)         (38,687)

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

Net income (loss) .........     $  (602,989)     $(7,371,078)     $   (33,239)     $   (38,687)
                                ===========      ===========      ===========      ===========

            **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 $748,428,  or 541%, to $886,662
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% and
increased amortization expense.

The Company  incurred a loss from  operations  of $605,924  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 $602,989,  or $.01 loss per share,  compared to net income of $33,239
for the three months ended March 31, 1999.

**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  $7,646,592,  or 2,129%,  to
$8,005,615  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 and increased  amortization expense of
$270,013.

The Company  incurred a loss from  operations  of  $7,322,490  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  $7,371,078,  or $0.10 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.

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 $7,371,078  adjusted for non-cash  adjustments  for
depreciation  and  amortization  of $270,013  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.

                                   **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
January 31, 2001
```