`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 December 31, 1999

                                       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                    December 31, 1999
         -------------------------          -------------------

        Common Stock, $.001 par value            32,500,000

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





                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)


                         Commission File Number: 0-11730

                         Quarter Ended December 31, 1999


                                  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.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Operations


                                                                Three Months Ended
                                                                    December 31,
                                                           ------------------------------
                                                               1998              1999
                                                           -------------     ------------
                                                                               (Restated)
Revenue
  Prepaid cards and pins .............................     $       --        $    318,705
  Commissions ........................................             --             490,074
  Other ..............................................             --               2,370
  Allowances .........................................             --             (12,402)
                                                           -------------     ------------
   Total revenue .....................................             --             798,747
                                                           -------------     ------------

Operating expenses
  Prepaid cards and pins .............................             --             236,954
  Marketing commissions ..............................             --             396,570
  Sales, general and administrative ..................             --             571,664
                                                           -------------     ------------
   Total operating expenses ..........................             --           1,205,188
                                                           -------------     ------------

Loss from operations .................................             --            (406,441)

Other income (expense)
  Other income .......................................             --              16,727
  Interest expense ...................................          (16,953)          (32,700)
                                                           -------------     ------------

Loss before income taxes .............................          (16,953)         (422,414)

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

Net loss .............................................     $    (12,821)     $   (422,414)
                                                           =============     ============

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

Weighted average number of common shares outstanding -
 basic and diluted ...................................            2,000        32,500,000
                                                           =============     ============

           See notes to unaudited consolidated financial statements.



                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Operations


                                                                 Six Months Ended
                                                                    December 31,
                                                           ------------------------------
                                                                1998             1999
                                                           -------------     ------------
                                                                             (Restated)
Revenue
  Prepaid cards and pins .............................     $       --        $    763,795
  Commissions ........................................             --             935,207
  Other ..............................................             --               2,370
  Allowances .........................................             --             (17,781)
                                                           -------------     ------------
   Total revenue .....................................             --           1,683,591
                                                           -------------     ------------

Operating expenses
  Prepaid cards and pins .............................             --             539,591
  Commissions ........................................             --             741,613
  Sales, general and administrative ..................             --           7,118,953
                                                           -------------     ------------
   Total operating expenses ..........................             --           8,400,157
                                                           -------------     ------------

Loss from operations .................................             --          (6,716,566)

Other income (expense)
  Other income .......................................             --              16,727
  Interest expense ...................................          (33,906)          (68,250)
                                                           -------------     ------------

Loss before income taxes .............................          (33,906)       (6,768,089)

Income taxes .........................................            8,264              --
                                                           -------------     ------------

Net loss .............................................     $    (25,642)     $ (6,768,089)
                                                           =============     ============

Loss per common share - basic and diluted ............     $       --        $       (.24)
                                                           =============     ============

Weighted average number of common shares outstanding -
 basic and diluted ...................................            2,000        28,314,262
                                                           =============     ============


           See notes to unaudited consolidated financial statements.


                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                      Unaudited Consolidated Balance Sheets


                                                                            June 30,        December 31,
                                                                              1999             1999
                                                                         -------------      -----------
                                                                                              (Restated)

                                           Assets
Current assets
  Cash ..............................................................     $       --        $  2,765,570
  Accounts receivable ...............................................             --             346,777
  Advances to related party .........................................             --             435,000
  Inventory .........................................................             --              35,665
  Other current assets ..............................................             --             153,348
                                                                          -------------      -----------
   Total current assets .............................................             --           3,736,360
                                                                          -------------      -----------

Property and equipment ..............................................             --             225,500
                                                                          -------------      -----------

Other assets
  Deposits and other assets .........................................             --              10,591
  Goodwill, net .....................................................             --             192,397
  Customer databases, net ...........................................        1,300,000         1,150,000
  Deferred tax asset ................................................           16,551            16,605
                                                                          -------------      -----------
   Total other assets ...............................................        1,316,551         1,369,593
                                                                          -------------      -----------

Total assets ........................................................     $  1,316,551      $  5,331,453
                                                                          =============      ===========

                       Liabilities and Stockholders' (Deficit) Equity

Current liabilities
  Interest payable ..................................................     $     67,814      $    136,064
  Current portion of long-term debt .................................          700,000           690,000
  Accounts payable ..................................................             --              94,095
  Deferred revenue ..................................................             --              95,486
  Commissions payable ...............................................             --             242,968
  Payroll taxes payable .............................................             --              76,657
  Income taxes payable ..............................................             --              13,770
                                                                          -------------      -----------
   Total current liabilities ........................................          767,814         1,349,040

Long-term debt ......................................................          600,000              --
                                                                          -------------      -----------
   Total liabilities ................................................        1,367,814         1,349,040

Stockholders' (deficit) equity
  Common stock, $.01 (June) and $.001 (December) par
   value, 10,000 shares authorized; 2,000 shares issued
   and outstanding at June 30, 1999 and 50,000,000
   shares authorized; 32,500,000 issued and outstanding
   and 49,808,966 to be issued at December 31, 1999 .................               20            82,308
  Additional paid in capital ........................................             --          10,909,477
  Accumulated deficit ...............................................          (51,283)       (7,009,372)
                                                                          -------------      -----------
   Total stockholders' (deficit) equity .............................          (51,263)        3,982,413
                                                                          -------------      -----------

Total liabilities and stockholders' (deficit) equity ................     $  1,316,551      $  5,331,453
                                                                          =============      ===========


                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Cash Flows


                                                               Six Months Ended
                                                                  December 31,
                                                           ----------------------------
                                                              1998              1999
                                                           -----------      -----------
                                                                             (Restated)
Cash flows from operating activities
  Net loss ...........................................     $   (25,642)     $(6,768,089)
                                                           -----------      -----------
  Adjustments to reconcile net loss to net cash
   provided by operating activities
   Depreciation and amortization .....................            --            183,597
   Stock options granted for services to non employees            --          5,836,724
   Changes in assets and liabilities
     Receivables .....................................            --            (67,270)
     Inventory .......................................            --            (10,589)
     Other current assets ............................            --           (152,596)
     Intangible assets ...............................          (8,264)          (9,076)
     Interest payable ................................          33,906           68,250
     Accounts payable ................................            --             90,837
     Deferred revenue ................................            --             23,723
     Commissions payable .............................            --             58,700
     Payroll taxes payable ...........................            --             26,254
                                                           -----------      -----------
                                                                25,642        6,048,554
                                                           -----------      -----------
      Net cash used in operations ....................            --           (719,535)
                                                           -----------      -----------

Cash flows from investing activities
  Capital expenditures ...............................            --           (158,363)
  Advances to related parties ........................            --           (435,000)
  Cash acquired in acquisition .......................            --             21,248
                                                           -----------      -----------
      Net cash used in investing activities ..........            --           (572,115)
                                                           -----------      -----------

Cash flows from financing activities
  Payment for stock ..................................            --           (190,000)
  Proceeds from subscriptions received ...............            --          5,157,220
  Payments on notes payable ..........................            --           (910,000)
                                                           -----------      -----------
      Net cash provided by financing activities ......            --          4,057,220
                                                           -----------      -----------

Net increase in cash .................................            --          2,765,570

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

Cash and cash equivalent-end of period ...............     $      --        $ 2,765,570
                                                           ===========      ===========

Non-cash investing and financing activities:
   There  were   certain   non-cash   transactions   associated   with  the
    acquisition  of Cognigen  Corporation  and the reverse  acquisition  of
    Silverthorne  Production  Company by Inter-American  Telecommunications
    Holdings Corporation (ITHC).

           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

The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with generally  accepted  accounting  principles for
interim  financial  information  which have been  derived  from 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-KSB  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
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.

Basis of Presentation

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

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.

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 the 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 - 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  will be the legal  survivor  and plans to change  its name to
Cognigen Networks, Inc.

During the three months  ended  December  31,  1999,  the Company  advanced
$435,000 to a company it had entered a letter of intent to acquire.


Note 3 - Common Stock and Stock Options

During the six  months  ended  December  31,  1999,  the  Company  received
subscriptions  for  12,510,522  shares  of the  Company's  common  stock at
prices  of  $0.38  per  share  (11,583,722  shares)  and  $1.60  per  share
(926,800  shares) from various  persons.  The  subscriptions  and cash were
received  prior to December  31,  1999,  however,  the stock was not issued
until after  December 31, 1999.  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.  As of December  31,  1999,  the Company had paid  $727,474
towards the total fee due and other expenses associated with 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.


Note 4 - Long-Term Debt

Long-term debt consists of the following:
                                                               June 30,       December 31,
                                                                 1999              1999
                                                             -----------      -----------
8% unsecured  promissory  notes  payable,  principal and
 interest due upon maturity at July 2000  ..............     $ 1,300,000      $   510,000

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

                                                             $   600,000      $      --
                                                             ===========      ===========


Note 5 - 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 December 31, 1999,
 as reported ........................       (339,414)       (.01)     4,148,413
Three months ended December 31, 1999,
 as adjusted ........................       (422,414)       (.01)     3,982,413
Six months ended December 31, 1999,
 as reported ........................     (6,602,089)       (.24)     4,148,413
Six months ended December 31, 1999,
 as adjusted ........................     (6,768,089)       (.24)     3,982,413





            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.

Overview

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 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.

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 six months
ended December 31,  1999 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 six  month  periods  ended  December 31,  1998,  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 six months  ended  December  31, 1998 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 will be based
upon these  unaudited  results of operations  for Cognigen for the three and six
months ended December 31, 1998.

                  Unaudited Results of Operations for Cognigen

                                                 Three Months    Six Months
                                                     Ended         Ended
                                                 December 31,   December 31,
                                                      1998          1998
                                                   ---------     ---------
Revenue
   Prepaid cards and pins ....................     $ 207,625     $ 430,387
   Commissions ...............................        82,751       157,111
                                                   ---------     ---------
      Total revenue ..........................       290,376       587,498

Operating expenses
   Prepaid cards and pins ....................       132,225       256,124
   Commissions ...............................        52,434       116,033
   Sales, general and administrative .........        75,812       220,789
                                                   ---------     ---------
      Total operating expenses ...............       260,471       592,946
                                                   ---------     ---------

Income (loss) from operations and before taxes        29,905        (5,448)

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

Net income (loss) ............................     $  29,905     $  (5,448)
                                                   =========     =========

Three  Months  Ended  December  31,  1999  Compared to Three  Months  Ended
December 31, 1998

Total  revenue for the three  months  ended  December 31, 1999 was $798,747
compared to $290,376 for the three months  ended  December 31, 1998.  Total
revenue  for the 1999  period  consisted  of  $318,705  related  to prepaid
cards and pins and  $490,074  related to  commissions.  Total  revenue  for
the  comparable  period in 1998  consisted  of $207,625  related to prepaid
cards and pins and $82,751  related to commissions.  The $111,080,  or 54%,
increase  in prepaid  cards and pins is due to a larger  internet  presence
and  more  agents  making  sales.  The  $407,323,   or  492%,  increase  in
commissions is due to a larger number of agents making sales.

Operating  costs  related  to prepaid  cards and pins for the three  months
ended  December  31, 1999  increased  $104,729,  or 79%,  to $236,954  from
$132,225  during  the three  months  ended  December  31,  1998.  Operating
costs related to  commissions  for the three months ended December 31, 1999
increased  $344,136,  or 656%,  to $396,570  from $52,434  during the three
months ended  December 31, 1998.  The cost  increases are directly  related
to the increased revenue.

General  and  administrative  operating  expenses  increased  $495,852,  or
654%,  to $571,664  during the three  months  ended  December 31, 1999 from
$75,812  during the three months ended  December  31, 1998.  This  increase
is  primarily  due to the  addition  of  staff  and  associated  costs  and
increased amortization expense.

The  Company  incurred a loss from  operations  of  $406,441  for the three
months ended  December 31, 1999 compared with  operating  income of $29,905
for the three months  ended  December  31,  1998.  The primary  decrease in
operating  income  during  the  current  period  is mostly  related  to the
increased staff costs.

Net  interest  expense  for the three  months  ended  December  31, 1999 of
$32,700  compares  to net  interest  expense  during the same three  months
ended  December  31,  1998 of $0. The reason  for this  increase  is due to
increased  borrowings  during the three  months  ended  December  31, 1999.
After  interest  expense,  the net loss for the three months ended December
31,  1999 was  $422,414,  or $(.01)  per share,  compared  to net income of
$29,905 for the three months ended December 31, 1998.

Six Months Ended  December 31, 1999  Compared to Six Months Ended  December
31, 1998

Total  revenue for the six months ended  December  31, 1999 was  $1,683,591
compared to $587,498  for the six months ended  December  31,  1998.  Total
revenue  for the 1999  period  consisted  of  $763,795  related  to prepaid
cards and pins and  $935,207  related to  commissions.  Total  revenue  for
the  comparable  period in 1998  consisted  of $430,387  related to prepaid
cards and pins and  $157,111  related  to  commissions.  The  $333,408,  or
77%,  increase  in  prepaid  cards  and  pins is due to a  larger  internet
presence and more agents making  sales.  The  $778,096,  or 495%,  increase
in commissions is due to a larger number of agents making sales.

Operating  costs  related  to  prepaid  cards  and pins for the six  months
ended  December 31, 1999  increased  $283,467,  or 111%,  to $539,591  from
$256,124  during the six months ended  December 31, 1998.  Operating  costs
related  to  commissions  for  the  six  months  ended  December  31,  1999
increased  $625,580,  or 539%,  to $741,613  from  $116,033  during the six
months ended  December 31, 1998.  The cost  increases are directly  related
to the increased revenue.

General and  administrative  operating expenses  increased  $6,898,164,  or
3,124%,  to $7,118,953  during the six months ended  December 31, 1999 from
$220,789  during the six months ended  December 31, 1998.  This increase is
primarily  due to the  addition  of staff and the charge for stock  options
granted to non employees.

The Company  incurred a loss from  operations of  ($6,716,566)  for the six
months ended  December 31, 1999 compared  with an operating  loss of $5,448
for the six months  ended  December  31,  1998.  The  primary  increase  in
operating  loss  during  the  current  period  is  mostly  related  to  the
increased  staff  costs and the  charge  for stock  options  granted to non
employees.

Net  interest  expense  for the  six  months  ended  December  31,  1999 of
$68,250  compares  to net  interest  expense  during the six  months  ended
December  31, 1998 of $0. The reason for this  increase is due to increased
borrowings  during the six months ended  December 31, 1999.  After interest
expense,  the net loss  for the six  months  ended  December  31,  1999 was
$6,768,089,  or $(.24)  per share,  compared  to net loss of $5,448 for the
six months ended December 31, 1998.

Liquidity and Capital Resources:

The Company has funded its operations to date  primarily  from  shareholder
advances  and stock  subscriptions  received.  At December  31,  1999,  the
Company  had cash and cash  equivalents  of  approximately  $2,765,570  and
working capital of $2,387,320.

Cash used by the Company  for  operating  activities  during the six months
ended December 31, 1999 was  approximately  $719,535.  A primary  component
of the use of cash  during  the six months  was the  Company's  net loss of
$6,768,089   adjusted  for  non-cash   adjustments  of   depreciation   and
amortization  of  approximately   $183,597  and  stock  option  expense  of
$5,836,724.   Additional   uses  of  operating  cash  for  the  six  months
included  increases  in  the  Company's  accounts  receivable  of  $67,270,
inventory of $10,589,  other  current  assets of $152,596  and  intangibles
and other  assets of $9,076.  Sources of  operating  cash were the increase
in payables  and deferred  revenue of $244,041  and $23,723,  respectively.
Additional  sources  of  cash  include  $21,248  from  the  acquisition  of
Cognigen.  Additional  sources  and  uses of  cash  during  the six  months
ended  December 31, 1999  included  net proceeds  from the receipt of stock
subscriptions  of $5,157,220,  capital  expenditures of $158,363,  payments
on notes payable of $1,100,000 and a payment for stock of $190,000.

The Company believes its current  liquidity  requirement  primarily will be
to meet working  capital  requirements.  Cash generated from operations was
not  sufficient  to meet working  capital  requirements  for the six months
ended  December  31,  1999,  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.







                                   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`