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

# FORM
10-QSB/A

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

# OR

# (  )
TRANSITION REPORT UNDER SECTION 13 OR 15(d)OF THE EXCHANGE ACTFor the transition
period from _________ to _________

# Commission
File Number 0-11730

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

|Colorado                        | 84-1089377
|------------------------------- | ----------
|(State or other jurisdiction of |           
|incorporation or organization)  |           

6405 218th Street
SW, Suite 305Mountlake Terrace, WA 98043(Address of principal executive offices)(425) 329-2300(Issuers Telephone number)

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

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

# APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS 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.

|Class                         | Outstanding at January 31, 2005
|----------------------------- | -------------------------------
|Common Stock, $.001 par value |                                

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

---

# COGNIGEN
NETWORKS, INC.

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

# FORM
10-QSB/A

|Part I - FINANCIAL INFORMATION                                     |  |         | 
|------------------------------------------------------------------ |  | ------- | 
|Item 1.  Consolidated Financial Statements                         | 
|Consolidated Balance Sheets                                        |  | Page 2  | 
|Unaudited Consolidated Statements of Operations                    |  | Page 3  | 
|Unaudited Consolidated Statements of Cash Flows                    |  | Page 4  | 
|Notes to Unaudited Consolidated Financial Statements               |  | Page 5  | 
|Item 2.  Managements Discussion and Analysis or Plan of Operation |  | Page 10 | 
|Item 3.  Controls and Procedures                                   |  | Page 14 | 
|Part II - OTHER INFORMATION                                        | 
|Item 1.  Legal Proceedings                                         |  | Page 16 | 
|Item 4.  Submission of Matters to a Vote of Security Holders       |  | Page 16 | 
|Item 6.  Exhibits                                                  |  | Page 17 | 
|Signatures                                                         |  | Page 20 | 

---

COGNIGEN
NETWORKS, INC.Consolidated Balance Sheets

Part I -
Financial Information

Item 1.
Financial Statements

|                                                                           | December 31,2004 | June 30,2004  
|-------------------------------------------------------------------------- | ---------------- | --------------
|
|Assets                                                                     |                  |               
|Current assets                                                             |                 
|Cash                                                                       |                  | $      155,365
|Accounts receivable, net                                                   |                  | 476,701       
|Commissions receivable, net                                                |                  | 806,939       
|Inventory                                                                  |                  | 8,903         
|Other current assets                                                       |                  | 41,231        
|                                                                           |                  |               
|Total current assets                                                       |                  | 1,489,139     
|                                                                           |                  |               
|Non-current assets                                                         |                 
|Property, plant and equipment, net                                         |                  | 14,024        
|Deposits and other assets                                                  |                  | 49,151        
|                                                                           |                  |               
|Total non-current assets                                                   |                  | 63,175        
|                                                                           |                  |               
|Total assets                                                               |                  | $   1,552,314 
|                                                                           |                  |               
|                                                                           |                  |               
|Liabilities and Stockholders Deficit                                      |                 
|Current liabilities                                                        |                 
|Accounts payable                                                           |                  | $      606,861
|Accrued liabilities                                                        |                  | 327,188       
|Commissions payable                                                        |                  | 823,456       
|Current portion of deferred commissions                                    |                  | 500,398       
|Receivables financing arrangement                                          |                  | 199,900       
|Other current liabilities                                                  |                  | --            
|                                                                           |                  |               
|Total current liabilities                                                  |                  | 2,457,803     
|                                                                           |                  |               
|Deferred commissions less current portion                                  |                  | --            
|Other long-term liabilities                                                |                  | 1,030         
|                                                                           |                  |               
|Total liabilities                                                          |                  | 2,458,833     
|                                                                           |                  |               
|Stockholders deficit                                                      |                 
|Preferred stock no par value, 20,000,000 shares authorized, 500,000 shares |                 
|issued and outstanding, $1.00 per share liquidation preference             |                  | 450,000       
|Common stock $.001 par value, 300,000,000 shares authorized; 8,753,972     |                 
|issued and outstanding as of  December 31, 2004 and June 30, 2004          |                  | 8,754         
|Additional paid-in capital                                                 |                  | 11,954,331    
|Accumulated deficit                                                        |                  | (13,319,604   
|                                                                           |                  |               
|Total stockholders deficit                                                |                  | (906,519      
|                                                                           |                  |               
|Total liabilities and stockholders deficit                                |                  | $   1,552,314 
|                                                                           |                  |               
|                                                                           |                  |               

See notes to
unaudited consolidated financial statements.

-2-

---

COGNIGEN
NETWORKS, INC.Unaudited Consolidated Statements of Operations

|                                         | Three Months EndedDecember 31, | Six Months EndedDecember 31, |   |                
|---------------------------------------- | ------------------------------ | ---------------------------- | - | ---------------
|
|
|Revenue                                  |                                |                              |   |                
|Marketing commissions                    |                                | $ 1,369,035                  |   | $ 1,229,612    
|Telecommunications                       |                                | 1,550,833                    |   | 1,594,118      
|Other                                    |                                | --                           |   | (6,944         
|                                         |                                |                              |   |                
|Total revenue                            |                                | 2,919,868                    |   | 2,816,786      
|                                         |                                |                              |   |                
|Operating expenses                       |                               
|Commissions:                             |                               
|Marketing                                |                                | 707,834                      |   | 554,768        
|Telecommunications                       |                                | 230,333                      |   | 189,213        
|Telecommunications                       |                                | 830,744                      |   | 797,253        
|Selling, general and administrative      |                                | 914,227                      |   | 1,005,298      
|Depreciation and amortization            |                                | 3,292                        |   | 21,565         
|                                         |                                |                              |   |                
|Total operating expenses                 |                                | 2,686,430                    |   | 2,568,097      
|                                         |                                |                              |   |                
|Income from operations                   |                                | 233,438                      |   | 248,689        
|Interest expense                         |                                | (12,518                      | ) | (11,706        
|                                         |                                |                              |   |                
|Income before income taxes               |                                | 220,920                      |   | 236,983        
|Income taxes                             |                                | --                           |   | --             
|                                         |                                |                              |   |                
|Net income                               |                                | 220,920                      |   | 236,983        
|Preferred dividends                      |                                | (10,000                      | ) | (10,000        
|                                         |                                |                              |   |                
|Net income attributable to               |                               
|common shareholders                      |                                | $    210,920                 |   | $    226,983   
|                                         |                                |                              |   |                
|                                         |                                |                              |   |                
|Income per common share-                 |                               
|basic and diluted                        |                                | $           .02              |   | $           .02
|                                         |                                |                              |   |                
|                                         |                                |                              |   |                
|Weighted average number of common shares |                               
|outstanding:                             |                               
|Basic                                    |                                | 8,753,972                    |   | 9,553,972      
|                                         |                                |                              |   |                
|                                         |                                |                              |   |                
|Diluted                                  |                                | 8,759,100                    |   | 9,553,972      
|                                         |                                |                              |   |                
|                                         |                                |                              |   |                

See notes to
unaudited consolidated financial statements.

-3-

---

COGNIGEN
NETWORKS, INC.Unaudited Consolidated Statements of Cash Flows

|                                                            | Six Months EndedDecember 31, |          
|----------------------------------------------------------- | ---------------------------- | ---------
|
|
|Cash flows from operating activities                        |                              |          
|Net income                                                  |                              | $ 465,282
|                                                            |                              |          
|Adjustments to reconcile net income to net cash provided by |                             
|operating activities:                                       |                             
|Depreciation and amortization                               |                              | 8,315    
|Bad debt expense                                            |                              | 120,289  
|Changes in assets and liabilities:                          |                             
|Accounts receivable                                         |                              | (115,898 
|Commissions receivable, net                                 |                              | (33,771  
|Inventory                                                   |                              | 6,640    
|Deposits and other assets                                   |                              | 10,979   
|Accounts payable                                            |                              | (63,555  
|Commissions payable                                         |                              | 11,727   
|Accrued liabilities                                         |                              | (116,910 
|Other current liabilities                                   |                              | (1,638   
|Other                                                       |                              | 12,134   
|                                                            |                              |          
|                                                            |                              | (161,688 
|                                                            |                              |          
|Net cash provided by operations                             |                              | 303,594  
|                                                            |                              |          
|Cash flows from investing activities                        |                             
|Capital expenditures                                        |                              | (5,492   
|Increase in investments to Intandem                         |                              | --       
|                                                            |                              |          
|Net cash used in investing activities                       |                              | (5,492   
|                                                            |                              |          
|Cash flows from financing activities                        |                             
|Payments on deferred commissions                            |                              | (248,148 
|Decrease in receivables financing arrangement               |                              | (108,200 
|Proceeds from notes payable                                 |                              | --       
|Payment on notes payable                                    |                              | --       
|                                                            |                              |          
|Net cash used in financing activities                       |                              | (356,348 
|                                                            |                              |          
|Net decrease in cash and cash equivalents                   |                              | (58,246  
|Cash and cash equivalents-beginning of period               |                              | 213,611  
|                                                            |                              |          
|Cash and cash equivalents-end of period                     |                              | $ 155,365
|                                                            |                              |          
|                                                            |                              |          

Supplemental
Disclosures of Cash Flow Information and Non-Cash Transactions

Cash payments
for interest expense during the six months ended December 31, 2004 and 2003 were $25,786
and $25,000, respectively.

See notes to
unaudited consolidated financial statements.

-4-

---

COGNIGEN
NETWORKS, INC.Notes to Unaudited Consolidated Financial StatementsDecember 31, 2004

Note 1
 Description of Business

Cognigen
Networks, Inc. (the Company) was incorporated in May 1983 in the State of
Colorado to engage in the cellular radio and broadcasting business and to engage
in any other lawful activity permitted under Colorado law. In June 1988, the
Company changed its name to Silverthorne Production Company (Silverthorne) and
commenced operations in the oil and gas industry. These operations were
discontinued in 1989. Between 1989 and 1999, Silverthorne attempted to locate
acquisition prospects and negotiate an acquisition. Silverthornes pursuit
of an acquisition did not materialize until August, 1999, with the acquisition
of the assets of Inter-American Telecommunications Holding Corporation (ITHC),
which was accounted for as a reverse acquisition. The surviving entity changed
its name to Cognigen Networks, Inc. on July 12, 2000.

The
Company is an Internet and relationship enabled marketer of long distance
telephone and personal communications services. Revenue is generated in two
ways. First, marketing commissions revenue is generated from a number of vendors
who are represented on the Companys agent web sites and for whom the
Company sells their products and services via contractual agreements. Second,
telecommunications revenue is generated through sales of the Companys
proprietary products and services through the Companys agent web sites.

Note 2
 Summary of Significant Accounting Policies

The
accompanying consolidated financial statements include the accounts of Cognigen
Networks, Inc. and its subsidiaries, Cognigen Switching Technologies, Inc. (CST)
through January 31, 2004 and Intandem Communications Corp. (Intandem) since
February 1, 2004. See Note 8 regarding information regarding the sale of CST and
Note 4 for information on Intandem. All intercompany accounts and transactions
have been eliminated in consolidation.

In the
opinion of management, all adjustments, consisting only of normal recurring
adjustments, have been made to (a) the unaudited consolidated statements of
operations for the three and six months ended December 31, 2004 and 2003,
respectively, (b) the unaudited consolidated balance sheet as of December 31,
2004 and (c) the unaudited consolidated statements of cash flows for the six
months ended December 31, 2004 and 2003, respectively, in order to make the
financial statements not misleading.

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

The
accompanying unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they do not include all the information and footnotes
required by generally accepted accounting principles for financial statements.
For further information, refer to the audited consolidated financial statements
and notes thereto for the year ended June 30, 2004, included in the
Companys Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission.

-5-

---

COGNIGEN
NETWORKS, INC.Notes to Unaudited Consolidated Financial StatementsDecember 31, 2004

Note 2
 Summary of Significant Accounting Policies (continued)

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

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

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

-6-

---

COGNIGEN
NETWORKS, INC.Notes to Unaudited Consolidated Financial StatementsDecember 31, 2004

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

|                                               | Pro Forma ThreeMonths Ended December31, 2004 | Pro Form SixMonths EndedDecember 31,2004
|---------------------------------------------- | -------------------------------------------- | ----------------------------------------
|Total revenue                                  |                                              | $2,919,868                              
|                                               |                                              |                                         
|Operating expenses:                            |                                             
|Marketing commissions                          |                                              | 1,063,768                               
|Telecommunications                             |                                              | 830,744                                 
|Selling, general and administrative            |                                              | 914,227                                 
|Depreciation and amortization                  |                                              | 3,292                                   
|                                               |                                              |                                         
|Total operating expenses                       |                                              | 2,812,031                               
|                                               |                                              |                                         
|Income from operations                         |                                              | $   107,837                             
|                                               |                                              |                                         
|                                               |                                              |                                         
|Net income attributable to common shareholders |                                              | $     85,319                            
|                                               |                                              |                                         
|                                               |                                              |                                         
|Income per common share - basic and diluted    |                                              | $          .01                          
|                                               |                                              |                                         
|                                               |                                              |                                         

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

Note 3
Note Receivable

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

-7-

---

COGNIGEN
NETWORKS, INC.Notes to Unaudited Consolidated Financial StatementsDecember 31, 2004

Note 4
 Acquisition of Intandem

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

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

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

Note 5
Receivables Financing Arrangement

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

Note 6
Stockholders Deficit

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

-8-

---

COGNIGEN
NETWORKS, INC.Notes to Unaudited Consolidated Financial StatementsDecember 31, 2004

Note 6
Stockholders Deficit (continued)

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

Note 7
 Stock Options and Warrants

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

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

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

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

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

Note 8
 Stock for Stock Exchange Agreement

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

-9-

---

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

Overview

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

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

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

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

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

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

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

-10-

---

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

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

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

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

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

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

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

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

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

-11-

---

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

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

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

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

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

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

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

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

-12-

---

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

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

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

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

Liquidity
and Capital Resources

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

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

-13-

---

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

Forward
Looking Statements

Certain
of the information discussed herein, and in particular in this section entitled
Managements Discussion and Analysis or Plan of Operation,
contains forward looking statements that involve risks and uncertainties that
might adversely affect our operating results in the future in a material way.
Such risks and uncertainties include, without limitation, our possible inability
to become certified as a reseller in all jurisdictions in which we apply, the
possibility that our proprietary customer base will not grow as we expect, our
possible inability to obtain additional financing, the possible lack of
producing agent growth, our possible lack of revenue growth, our possible
inability to add new products and services that generate increased sales, our
possible lack of cash flows, our possible loss of key personnel, the possibility
of telecommunication rate changes and technological changes and the possibility
of increased competition. Many of these risks are beyond our control. We are not
entitled to rely on the safe harbor provisions of Section 27A of the Securities
Act of 1933, as amended, or Section 21E of the Securities Exchange Act of 1934
as amended, when making forward-looking statements.

Item
3.  Controls and Procedures

(a)  
Evaluation of disclosure controls and procedures.

Under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that, our disclosure controls and
procedures were effective.

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

-14-

---

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

After
reviewing these potential control deficiencies, we do not believe they constitute material
control weaknesses.

(b)  
Changes in internal controls.

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

-15-

---

Part
II  Other Information

Item 1.
Legal Proceedings

In
September 2004, we filed a lawsuit against American Communications LLC (American
Communications), David Stone (Stone) and Harry Gorlovesky (Gorlovesky) in the
Circuit Court of the Twentieth Judicial Circuit in and for Dade County, Florida.
In our complaint, we allege (1) that American Communications breached a
settlement agreement by not making all of the $100,000 of payments required
thereunder to payoff a promissory note and agreement for $300,000 that was
assigned to and is owed to us and we demanded judgment of $334,119 on the
promissory note and agreement plus interest from May 10, 2004: (2) that we are
owed $81,000 for a dishonored check of $20,000 written as the last payment due
under the settlement agreement and (3) that Stone and Gorlovesky guaranteed the
promissory note and agreement and must pay the amount due under the promissory
note and agreement plus our attorneys fees, cost and expenses in collecting on
the promissory note and agreement. American Communications and Stone and
Gorlovesky have filed answers denying the claims in our complaint and setting
forth certain affirmative defenses which we have denied.

In
October 2004, American Communications issued us a check for $21,000 as a
complete settlement of our claims. We returned the check to the attorney for
American Communications and subsequently sent a letter to the attorney
for American Communications stating that the check was not a complete
settlement. The attorney for American Communications never signed the letter. We
deposited the check in February 2005. The $21,000 will be reduced by any
attorneys fees that we have to pay our attorney. We will dismiss the claim for
the dishonored check and might have to argue that, by depositing the $21,000
check, we did not waive our other claims.

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

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

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

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

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

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

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

-16-

---

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

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

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

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

Item  6.
Exhibits

| | Exhibits
and Index of Exhibits.
| | -------------------------------

EXHIBIT NO.     
     DESCRIPTION AND METHOD OF FILING

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

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

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

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

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

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

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

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

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

-17-

---

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

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

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

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

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

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

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

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

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

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

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

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

-18-

---

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

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

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

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

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

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

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

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

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

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

-19-

---

# COGNIGEN
NETWORKS, INC.

# SIGNATURES

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

COGNIGEN
NETWORKS, INC.

|                              | 
|----------------------------- | 
|
|
|By: /s/ Thomas S. Smith       | 
|Thomas S. Smith               | 
|President and Chief Executive | 
|Officer                       | 
|By: /s/ Gary L. Cook          | 
|Gary L. Cook                  | 
|Chief Financial Officer       | 

-20-

---

# COGNIGEN
NETWORKS, INC.

EXHIBIT INDEX

EXHIBIT NO.     
     DESCRIPTION AND METHOD OF FILING

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

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

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

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

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

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

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

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

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

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

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

-21-

---

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

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

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

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

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

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

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

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

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

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

-22-

---

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

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

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

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

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

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

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

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

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

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

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