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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 September 30, 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.**
        (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                              September 30, 2000
              ----------------                       --------------------

       Common Stock, $.001 par value                     47,002,547

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

                             **COGNIGEN NETWORKS, INC.

                         Commission File Number: 0-11730

                        Quarter Ended September 30, 2000

                                  FORM 10-QSB/A****Part I - FINANCIAL INFORMATION**

Unaudited Consolidated Statements of Operations

Unaudited Consolidated Balance Sheets

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.

                 Unaudited Consolidated Statements of Operations**

                                                                  Three Months Ended
                                                                     September 30,
                                                            -----------------------------
                                                                1999              2000
                                                            ------------       ----------
                                                                      (Restated)
Revenue
  Prepaid cards and pins .............................   $    445,090    $    181,212
  Call back and switching services ...................           --           118,792
  Commissions ........................................        445,133         871,647
  Allowances .........................................         (5,379)          5,059
                                                         ------------    ------------
   Total revenue .....................................        884,844       1,176,710
                                                         ------------    ------------

Operating expenses
  Prepaid cards and pins .............................        302,637         130,830
  Call back and switching services ...................           --           129,569
  Marketing Commissions ..............................        345,043         457,217
  Sales, general and administrative ..................      6,547,289       1,026,672
                                                         ------------    ------------
   Total operating expenses ..........................      7,194,969       1,744,288
                                                         ------------    ------------

Loss from operations .................................     (6,310,125)       (567,578)

Other income (expense)
  Interest expense ...................................        (35,550)        (19,650)
                                                         ------------    ------------

Loss before income taxes .............................     (6,345,675)       (587,228)

Income taxes .........................................           --              --
                                                         ------------    ------------

Net loss .............................................   $ (6,345,675)   $   (587,228)
                                                         ============    ============

Loss per common share - basic and diluted ............   $       (.26)   $       (.01)
                                                         ============    ============

Weighted average number of common shares outstanding -
 basic and diluted ...................................     24,123,524      84,278,991
                                                         ============    ============

           See notes to unaudited consolidated financial statements.

                            **COGNIGEN NETWORKS, INC.

                      Unaudited Consolidated Balance Sheet**

                                                                  June 30,      September 30,
                                                                    2000            2000
                                                                 ------------    ------------
                                                                                   (Restated)
                                         Assets
Current assets
  Cash .......................................................   $    717,344    $    275,630
  Accounts receivable, net of allowance for doubtful .........         61,046         215,392
  Commissions receivable, net of allowance for doubtful ......        538,163         676,795
  Employee receivable ........................................          1,661           2,957
  Inventory ..................................................        133,486         128,229
  Other current assets .......................................        417,028         473,450
                                                                 ------------    ------------
      Total current assets ...................................      1,868,728       1,772,453

Property, plant and equipment, net of accumulated
 depreciation of $363,121 at June 30, 2000 and $430,592
 at September 30, 2000 .......................................        486,291         422,472
                                                                 ------------    ------------

Other assets
  Deposits and other assets ..................................         88,552         100,867
  Goodwill, net ..............................................      3,655,017       3,506,103
  Customer databases, net of $300,000 and $375,000 of ........      1,000,000         925,000
  Deferred tax asset - non current ...........................           --              --
                                                                 ------------    ------------
      Total other assets .....................................      4,743,569       4,531,970
                                                                 ------------    ------------

Total assets .................................................   $  7,098,588    $  6,726,895
                                                                 ============    ============

                          Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable ...........................................   $     97,420    $    198,423
  Other accrued liabilities ..................................        108,324          88,561
  Interest payable ...........................................        239,421         256,354
  Commissions payable ........................................        326,681         470,389
  Payroll taxes payable ......................................         21,179          24,108
  Current portion of capital leases ..........................        106,551          77,276
  Current portion of notes payable ...........................        315,000         825,000
                                                                 ------------    ------------
      Total current liabilities ..............................      1,214,576       1,940,111
                                                                 ------------    ------------

Long-term portion of capital leases ..........................         12,152          12,152
Long-term portion of notes payable ...........................        510,000            --
                                                                 ------------    ------------
      Total liabilities ......................................      1,736,728       1,952,263
                                                                 ------------    ------------

Commitments and contingencies

Stockholders' equity
  Common stock $.001 par value, 50,000,000 shares ............         84,278          84,278
  Additional paid-in capital .................................     13,594,051      13,594,051
  Accumulated deficit ........................................     (8,316,469)     (8,903,697)
                                                                 ------------    ------------
      Total stockholders' equity .............................      5,361,860       4,774,632
                                                                 ------------    ------------

Total liabilities and stockholders' equity ...................   $  7,098,588    $  6,726,895
                                                                 ============    ============

           See notes to unaudited consolidated financial statements.

                            **COGNIGEN NETWORKS, INC.

                 Unaudited Consolidated Statements of Cash Flows**

                                                            Three Months Ended
                                                               September 30,
                                                         --------------------------
                                                            1999           2000
                                                         -----------    -----------
                                                                (Restated)
Cash flows from operating activities
  Net loss ...........................................   $(6,345,675)   $  (587,228)
                                                         -----------    -----------
  Adjustments to reconcile net loss to net cash
   Depreciation and amortization .....................        99,908        291,385
   Stock options granted for services to non employees     5,836,724           --
   Changes in assets and liabilities
     Accounts receivable .............................        88,979       (154,346)
     Commissions receivable ..........................          --         (138,632)
     Inventory .......................................         4,083          5,257
     Other assets ....................................          --          (57,718)
     Deposits ........................................          --          (12,315)
     Interest payable ................................        35,550         16,933
     Accounts payable ................................        11,887        101,003
     Accrued expenses ................................          --          (19,763)
     Deferred revenue ................................         1,926           --
     Commissions payable .............................        35,844        143,708
     Payroll taxes payable ...........................         3,436          2,929
                                                         -----------    -----------
                                                           6,118,337        178,441
                                                         -----------    -----------
      Net cash used in operations ....................      (227,338)      (408,787)
                                                         -----------    -----------

Cash flows from investing activities
  Cash acquired in acquisition .......................        21,248           --
  Purchases of fixed assets ..........................          --           (3,652)
  Advances to related party ..........................      (200,000)          --
                                                         -----------    -----------
      Net cash provided by (used by) investing .......      (178,752)        (3,652)
                                                         -----------    -----------

Cash flows from financing activities
  Proceeds from subscriptions received ...............       884,289           --
  Payments on notes payable ..........................      (315,000)          --
  Proceeds from notes payable ........................       125,000           --
  Payments on capital leases .........................          --          (29,275)
                                                         -----------    -----------
      Net cash provided by financing activities ......       694,289        (29,275)
                                                         -----------    -----------

Net increase in cash and cash equivalents ............       288,199       (441,714)

Cash and cash equivalents-beginning of period ........          --          717,344
                                                         -----------    -----------

Cash and cash equivalents-end of period ..............   $   288,199    $   275,630
                                                         ===========    ===========

           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)  is engaged in the  business  of  providing
telecommunications  products  and  services to  worldwide  markets.  The  Company's
activities  include  selling  prepaid  calling  cards,   providing  call  switching
services,  and Internet  marketing  of  telecommunications  products and  services,
pagers and computers.

**Note 2 - Summary of Significant Accounting Policies**

In  the  opinion  of  management,  all  adjustments,   consisting  only  of  normal
recurring  adjustments,   have  been  made  to  (a)  the  results  of  consolidated
operations  for the  three  month  periods  ended  September  30,  2000  and  1999,
respectively,  (b) the  consolidated  balance  sheet at September  30, 2000 and (c)
the  consolidated  statements  of cash  flows for the  three  month  periods  ended
September 30,  2000  and  1999,  respectively,  in  order  to  make  the  financial
statements not misleading.

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,  2000,  included  in the  Company's
Annual  Report on Form  10-KSB  and Form  10-KSB/A  filed with the  Securities  and
Exchange Commission.

The  results  for  the  three  month  period  ended  September  30,  2000  may  not
necessarily be indicative of the results for the fiscal year ended June 30, 2001.

**Note 3 - Basis of Presentation**

All per share  amounts  reflect  the  37,298,444  shares  the  Company  has a legal
obligation to issue in the future in  connection  with the reverse  acquisition  of
ITHC, and have been treated as outstanding from the date of acquisition.

**Note 4 - Stock Options**

In August 1999,  the Company  issued  32,400,000  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.  $6,022,044  of  compensation
expense  was  recorded in  connection  with the  options  granted to non  employees
based on a value of $.23 per option.

**Note 5 - Customer Databases**

The Company  maintains two customer  databases  which were  originally  compiled in
October  1998.  These  customer  databases  were  acquired in  connection  with the
initial  capitalization of Inter-American  Telecommunications  Holding  Corporation
(ITHC),  which  acquired  from  Telkiosk,  Inc.  and  Combined   Telecommunications
Consultancy,  LTD  (CTC)  customer  databases  valued  at  $500,000  and  $800,000,
respectively,  through the issuance of $500,000 and $800,000 in notes payable,  and
by issuing 500  (2,844,285  as adjusted) and 1,000  (5,688,570 as adjusted)  shares
of common  stock,  respectively.  ITHC also  issued  500  (2,844,285  as  adjusted)
shares of common stock to  Inter-American  Telecommunications  Corporation (ITC) as
part of its initial  capitalization  for backroom support to be provided to ITHC in
the future.  The customer  databases were originally  recorded at their predecessor
cost of  $1,300,000,  with the shares of common  stock  issued  being  recorded  at
their  nominal  par value  ($.001) of $20.  The  Company  intends to migrate  these
names into active long  distance  customers  of  Cognigen  Switching  Technologies,
Inc.  (CST),  the Company's  wholly owned  subsidiary.  The Company's plans for the
solicitation  process are currently  underway and the Company plans to be completed
by  October  2001.  In  October  2000,  the  Company  also  entered  into an option
agreement  with  an  entity  formed  by the  entities  which  originally  sold  the
Company's   customer  databases  to  the  Company's   predecessor.   The  agreement
provides  that if the Company has not been able to  establish at least 5,000 active
telecommunications  subscribers  from the  combined  lists by March 30,  2001,  the
Company  has the option to require  the entity to  repurchase  the  customer  lists
from the  Company  to  enable  the  Company  to  recover  its  investment  in these
databases.

**Note 6 - 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 as follows:

                                                              Loss Per      Stockholders'
                                            Net Loss           Share           Equity
                                         --------------     -------------   -------------

Three months ended September 30,
 2000, as reported                          (512,228)            (.01)       5,149,632
Three months ended September 30,
 2000, as adjusted                          (587,228)            (.01)       4,774,632
Three months ended September 30,
 1999, as reported                        (6,262,675)           (.26)         214,896
Three months ended September 30,
 1999, as adjusted                        (6,345,675)           (.26)         131,896

                             **COGNIGEN NETWORKS, INC.****MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION****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 the  operating  results of the Company in the future in a material
way.  Such  risks and  uncertainties  include,  without  limitation,  the  Company's
possible  inability to obtain additional  financing,  lack of agent growth,  loss of
key  personnel,  rate  changes,  fee policy or  application  changes,  technological
changes  and  increased  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 is engaged in the business of providing  telecommunications products and
services to worldwide  markets.  The Company's  activities  include  selling prepaid
calling  cards,  providing  call  switching  services,  and  Internet  marketing  of
telecommunications products and services, pagers and computers.

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  Inter-American
Telecommunications  Holding  Corporation  (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.

**Three Months Ended  September 30, 2000 Compared to Three Months Ended  September 30,
1999**

Total revenue for the three months ended September 30, 2000 was $1,176,710  compared
to $884,844 for the three months ended  September  30, 1999.  Total  revenue for the
2000 period  consisted  of $181,212  related to prepaid  cards and pins and $871,647
related to  commissions.  Total revenue for the comparable  period in 1999 consisted
of $445,090  related to prepaid cards and pins and $445,133  related to commissions.
The $263,878,  or 59%,  decrease in prepaid cards and pins is due to reduced  tariff
calls as a result of competition.  The $426,514,  or 96%, increase in commissions is
due to an increase  in agents of  approximately   36,900  new agents.  Call back and
switching  revenue for the three  months ended  September  30, 2000 was $118,792 for
which there was no comparable revenue for 1999.

Operating  costs  related  to  prepaid  cards  and pins for the three  months  ended
September 30, 2000 decreased $171,807,  or 57%, to $130,830 from $302,637 during the
three months ended  September 30, 1999.  Operating  costs related to commissions for
the three months ended  September 30, 2000 increased  $112,174,  or 33%, to $457,217
from $345,043  during the three months ended  September 30, 1999. The cost increases
are  directly  related  to the  increases  in  sales  revenue.  The  call  back  and
switching  services  costs were  $129,569 for the three months ended  September  30,
2000 for which there were no comparable costs for 1999.

General and  administrative  operating  expenses  decreased  $5,520,617,  or 84%, to
$1,026,672  during the three months ended September 30, 2000 from $6,547,289  during
the three months ended  September  30, 1999.  This  decrease is due to $5,836,724 of
stock based  compensation for the three months ended September 30, 1999 that was not
repeated in the three  months  ended  September  30, 2000 and is offset by increased
salaries  of  $123,130  as  a  result  of  more  headcount  and   depreciation   and
amortization of $291,385.

The Company  incurred a loss from  operations of $567,578 for the three months ended
September 30, 2000 compared to $6,310,125  for the three months ended  September 30,
1999. The decrease in operating  loss during the current period is directly  related
to the expense of stock options granted for services to  non-employees of $5,836,724
recognized during the three months ended September 30, 1999.

Interest expense  decreased  $15,900,  or 45%, to $19,650 for the three months ended
September 30, 2000 from $35,550 for the three months ended  September 30, 1999.  The
reduction is a result of the payoff of a portion of debt.  After  interest  expense,
the net loss for the three months ended  September  30, 2000 was  $587,228,  or $.01
loss per share,  compared to a net loss of $6,345,675,  or $.26 loss per share,  for
the three months ended September 30, 1999.

**Liquidity and Capital Resources:**

The Company has funded its operations to date primarily  from  shareholder  advances
and stock  subscriptions  received.  At September 30, 2000, the Company had cash and
cash equivalents of $275,630 and negative working capital of $167,658.

Cash used by the Company for  operating  activities  during the three  months  ended
September 30, 2000 was $408,787.  A primary  component of the use of cash during the
three  months  was  the  Company's  net  loss  of  $587,228  adjusted  for  non-cash
adjustments  for  depreciation  and  amortization  of $291,385.  Additional  uses of
operating  cash for the three months  included  increases in the Company's  accounts
receivable  of  $154,346,  commissions  receivable  of  $138,632,  other  assets  of
$57,718,  and deposits of $12,315.  The uses in operating cash were partially offset
by cash  provided  of  $101,003  from  accounts  payable,  $143,708  of  commissions
payable,  and  $16,933  of  interest  payable.  Cash used for  investing  activities
includes  $3,652 for the purchase of fixed  assets.  Additional  uses of cash during
the three months ended  September  30, 2000  include  payments on capital  leases of
$29,275.

The Company  currently has three notes payable and various capital leases with total
outstanding  balances of $914,428 at September  30,  2000.  Two of the notes are due
July 1, 2001 and one is due  February  12,  2001.  The  Company  has  maturities  of
capital leases and notes payable of $902,276 required during the next twelve months

Cash  generated from  operations  was not  sufficient to meet the Company's  working
capital  requirements  for the quarter  ended  September  30,  2000,  and may not be
sufficient to meet the Company's  working capital  requirements  for the foreseeable
future.  As a result,  the Company is  exploring  various  bridge  financing  and/or
additional equity financing to meet current operating  requirements until operations
can generate  sufficient cash for the Company to become  self-sustaining.  There can
be no assurances  that the Company will be able to secure  additional debt or equity
financing or that operations  will produce  adequate cash flows to allow the Company
to meet all of the Company's future  obligations.  However,  management believes the
Company will be successful in producing  sufficient  cash flows from all  collective
sources to continue for the next twelve months.

The  Company has no  significant  planned  capital  expenditures  covering  the next
twelve months.

The Company maintains two customer  databases,  originally  compiled in October 1998
containing    archived   names   with   historical    records   of   long   distance
telecommunication  service users, to which the Company intends to devote substantial
efforts  during the next  twelve  months to  transform  these  names into active CST
customer  accounts.  The Company has been in negotiations with a telemarketing  firm
to assist in the  transformation  of these names into active  accounts.  The Company
anticipates  an  initial  cost of  approximately  $93,000  for  these  telemarketing
services  and has  received  a verbal  commitment  from a third  party to  assist in
funding these telemarketing costs, as necessary.

The  Company  has  also  entered  into an  option  agreement  with a  joint  venture
consisting of the sellers of the customer  databases to the  Company's  predecessor.
The agreement  provides that if certain  targeted levels of active  customers cannot
be  transformed  from the databases by March 30, 2001, the Company has the option to
have the joint venture  repurchase  the  databases  through the  forgiveness  of the
remaining  debt  outstanding  and the return of Company  shares to the Company.  The
Company believes this agreement is a major step in protecting the  recoverability of
the Company's original investment in these databases.

                                   **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/ 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
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