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

                                   FORM 10-QSB

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

                         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




<PAGE>

                        SILVERTHORNE PRODUCTION COMPANY

                         Commission File Number: 0-11730

                         Quarter Ended December 31, 1999


                                   FORM 10-QSB

Part I - FINANCIAL INFORMATION



Unaudited Consolidated Statements of Operations..................Page 1



Unaudited Consolidated Balance Sheets............................Page 3



Unaudited Consolidated Statements of Cash Flows..................Page 4



Notes to Unaudited Consolidated Financial Statements.............Page 5



Management's Discussion and Analysis or Plan of Operation........Page 8



Part II - OTHER INFORMATION.....................................Page 13



Signatures......................................................Page 15







<PAGE>


                         SILVERTHORNE PRODUCTION COMPANY

                 Unaudited Consolidated Statements of Operations


                                                   Three Months Ended
                                                       December 31,
                                              ------------------------------
                                                  1998               1999
                                              ------------      ------------


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
  Commissions ...........................             --             396,570
  Sales, general and administrative .....             --             561,108
                                              ------------      ------------
   Total operating expenses .............             --           1,194,632
                                              ------------      ------------

Loss from operations ....................             --            (395,885)

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

Loss before income taxes ................          (16,953)         (411,858)

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

Net loss ................................     $    (12,821)     $   (411,858)
                                              ============      ============

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.

                                      - 1 -


<PAGE>

                         SILVERTHORNE PRODUCTION COMPANY

                 Unaudited Consolidated Statements of Operations


                                                       Six Months Ended
                                                         December 31,
                                                ------------------------------
                                                    1998               1999
                                                ------------      ------------


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
  Stock options granted for services to non             --           5,836,724
employees
  Sales, general and administrative .......             --           1,063,656
                                                ------------      ------------
   Total operating expenses ...............             --           8,181,584
                                                ------------      ------------

Loss from operations ......................             --          (6,497,993)

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

Loss before income taxes ..................          (33,906)       (6,549,516)

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

Net loss ..................................     $    (25,642)     $ (6,549,516)
                                                ============      ============

Loss per common share - basic and diluted .     $       --        $       (.23)
                                                ============      ============

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



           See notes to unaudited consolidated financial statements.

                                     - 2 -

<PAGE>

                        SILVERTHORNE PRODUCTION COMPANY

                      Unaudited Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                       June 30,       December 31,
                                                                         1999            1999
                                                                    ------------      ------------

                                     Assets
<S>                                                                <C>                <C>
Current assets
  Cash ........................................................     $       --        $  2,765,570
  Accounts receivable .........................................             --             539,316
  Inventory ...................................................             --              35,665
  Other current assets ........................................             --             153,348
                                                                    ------------      ------------
   Total current assets .......................................             --           3,493,899
                                                                    ------------      ------------

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

Other assets
  Intangibles and other assets ................................        1,316,551         1,535,627
                                                                    ------------      ------------
   Total other assets .........................................        1,316,551         1,535,627
                                                                    ------------      ------------

Total assets ..................................................     $  1,316,551      $  5,255,026
                                                                    ============      ============

                 Liabilities and Stockholders' (Deficit) Equity

Current liabilities
  Interest payable ............................................     $     67,814      $    136,064
  Current portion of long-term debt ...........................          700,000           395,000
  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         1,054,040

Long-term debt ................................................          600,000              --
                                                                    ------------      ------------
   Total liabilities ..........................................        1,367,814         1,054,040

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)       (6,790,799)
                                                                    ------------      ------------
   Total stockholders' (deficit) equity .......................          (51,263)        4,200,986
                                                                    ------------      ------------

Total liabilities and stockholders' (deficit)
 equity .......................................................     $  1,316,551      $  5,255,026
                                                                    ============      ============
</TABLE>


           See notes to unaudited consolidated financial statements.

                                     - 3 -



<PAGE>


                        SILVERTHORNE PRODUCTION COMPANY

                 Unaudited Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                          Six Months Ended
                                                            December 31,
                                                    ----------------------------
                                                        1998              1999
                                                    -----------      -----------

<S>                                                 <C>              <C>
Cash flows from operating activities
  Net loss ....................................     $   (25,642)     $(6,549,516)
                                                    -----------      -----------
  Adjustments to reconcile net loss to net cash
  provided by operating activities
   Depreciation and amortization ..............            --             17,563
   Stock options granted for services to non
    employees .................................            --          5,836,724
   Changes in assets and liabilities
    Receivables ...............................            --           (259,809)
    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        5,689,981
      Net cash used in operations .............            --           (859,535)
                                                    -----------      -----------

Cash flows from investing activities
  Capital expenditures ........................            --           (158,363)
  Cash acquired in acquisition ................            --             21,248
                                                    -----------      -----------
      Net cash used in investing activities ...            --           (137,115)
                                                    -----------      -----------

Cash flows from financing activities
  Payment for stock ...........................            --           (190,000)
  Proceeds from subscriptions received ........            --          5,157,220
  Payments on notes payable ...................            --         (1,205,000)
                                                    -----------      -----------
      Net cash provided by financing activities            --          3,762,220
                                                    -----------      -----------

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

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

Cash and cash equivalent-end of period ........     $      --        $ 2,765,570
                                                    ===========      ===========
</TABLE>


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.

                                     - 4 -
<PAGE>


                         SILVERTHORNE PRODUCTION COMPANY

              Notes to Unaudited Consolidated Financial Statements




1) In the opinion of management, all adjustments, consisting only of normal
   recurring adjustments, have been made to (a) the results of consolidated
   operations for the three and six month periods ended December 31, 1999 and
   1998, respectively, (b) the consolidated balance sheet at December 31, 1999
   and 1998 and (c) the consolidated statements of cash flows for the six month
   periods ended December 31, 1999 and 1998, respectively, in order to make the
   financial statements not misleading.

2) The accompanying unaudited consolidated financial statements have been
   prepared in accordance with generally accepted accounting principles for
   interim financial information. Accordingly, they do not include all the
   information and footnotes required by generally accepted accounting
   principles for financial statements. For further information, refer to the
   audited consolidated financial statements and notes thereto for the year
   ended June 30, 1999, included in Silverthorne Production Company's
   ("Company") Annual Report on Form 10-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.

3) 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.

4) 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.

5) 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 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 its 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 a
   shareholder vote to increase the authorized number of shares 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.

                                     - 5 -

<PAGE>

                         SILVERTHORNE PRODUCTION COMPANY

              Notes to Unaudited Consolidated Financial Statements



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

   Additionally, 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 equity in the amount of $190,000.

6) Company officers from time to time obtained funds from shareholders to pay
   for expenses and to pursue Company business opportunities.

7) During the three months ended December 31, 1999, the Company advanced
   $435,000 to a company it had entered into a letter-of-intent to acquire. The
   letter-of-intent expired on February 29, 2000.

8) On July 1, 1999, ITHC entered into an agreement with Cognigen Corporation
   (Cognigen) to purchase all of Cognigen's net assets. The purchase price
   included 5,500 shares of ITHC common stock ($.01 par value), a $300,000 note
   payable due October 1, 1999, a four year employment contract for the founder
   of Cognigen with an annual base salary of $175,000, and a commitment to
   provide future working capital of $600,000 over a three year period to cover
   business expansion. The transaction was accounted for as a purchase. ITHC
   acquired net assets of $86,230 and recorded goodwill of $213,770. The
   goodwill will be amortized over a life of 20 years.

   ITHC had various working capital funding commitments in the amount of
   $850,000 with related parties entered into in connection with acquisitions of
   various customer lists.

9) 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 the offering.

                                     - 6 -

<PAGE>

                         SILVERTHORNE PRODUCTION COMPANY

              Notes to Unaudited Consolidated Financial Statements



10) 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.


                                     - 7 -
<PAGE>


                         SILVERTHORNE PRODUCTION COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


Forward-Looking Statements

Certain of the information discussed in this quarterly report, and in particular
in this section entitled "Management's Discussion and Analysis or Plan of
Operation," contains forward-looking statements that involve risks and
uncertainties that might adversely affect the operating results of Silverthorne
Production Company ("Company") in the future in a material way. Such risks and
uncertainties include, without limitation, rate changes, fee policy or
application changes and competition. Many of these risks are beyond the control
of the Company.

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.

                                     - 8 -

<PAGE>



                         SILVERTHORNE PRODUCTION COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


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           Six
                                                 Months Ended    Months 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)
                                                   =========     =========

                                     - 9 -
<PAGE>



                         SILVERTHORNE PRODUCTION COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



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 $485,296, or 640%, to
$561,108 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.

The Company incurred a loss from operations of $395,885 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 $411,858, 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.

                                     - 10 -

<PAGE>



                         SILVERTHORNE PRODUCTION COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



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 $842,867, or 382%, to
$1,063,656 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 associated costs.

The Company incurred a loss from operations of $6,497,993 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 $6,549,516, or $(.23) 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
$2,439,859.

Cash used by the Company for operating activities during the six months ended
December 31, 1999 was approximately $859,535. A primary component of the use of
cash during the six months was the Company's net loss of $6,549,516 adjusted for
non-cash adjustments of depreciation and amortization of approximately $17,563
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
$259,809, 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 $1,395,000 and a payment
for stock of $190,000.

                                     - 11 -
<PAGE>



                         SILVERTHORNE PRODUCTION COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



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.



                                     - 12 -



<PAGE>



                         Commission File Number: 0-11730
                         Quarter Ended December 31, 1999
                                   Form 10-QSB

                           PART II - OTHER INFORMATION



Item 2. Changes in Securities and Use of Proceeds

(c)   Recent Sales of Unregistered Securities

On August 20, 1999, Silverthorne Production Company (Silverthorne) completed the
first closing of the acquisition of all of the assets of Inter-American
Telecommunications Holding Corporation (ITHC) in exchange for 29,242,953 shares
of Silverthorne's common stock. On December 27, 1999, Silverthorne and ITHC
agreed that the total number of shares of Silverthorne's common stock that were
to be issued at the first closing was 11,742,953 shares rather than 29,242,953
shares and that the total number of shares to be issued by Silverthorne to ITHC
at the second closing is 37,298,444 shares. Further, Silverthorne and ITHC made
it clear that Silverthorne was acquiring all of the assets and assuming all of
the liabilities of ITHC as of August 20, 1999. The shares were issued in
reliance upon the exemption from registration contained in Section 4(2) of the
Securities Act of 1933, as amended ("Securities Act"). ITHC had available to it
full information concerning Silverthorne and the certificates representing the
shares have a legend prohibiting transfer unless the shares are registered under
the Securities Act or the transfer is exempt from the registration requirements
thereof. No underwriter was involved in the transaction. Silverthorne issued
5,000,000 shares of Silverthorne's common stock as finders' fees in connection
with the transaction.

During the three months ended December 31, 1999, Silverthorne received
subscriptions for 9,802,050 shares of Silverthorne's common stock at prices of
$0.38 per share (8,875,250 shares) and $1.60 per share (926,800 shares) from
various persons. The subscriptions were received as a result of offers that were
made pursuant to Regulation S adopted under the Securities Act. The
subscriptions were accepted during the period ended December 31, 1999. All of
the offers and sales of the shares were made in "offshore transactions" as
defined in Regulation S and appropriate "offering restrictions" as defined in
Regulation S were implemented in connection with the sales. Further, all of the
stock certificates issued to the purchasers have a legend prohibiting transfer
of the shares unless the shares are registered under the Securities Act or the
transfer is exempt from the registration requirements thereof. The Company paid
a fee of 12% of the total proceeds received from the sale of the common stock to
a distributor and later agreed to issue warrants to purchase 1,500,000 shares of
Silverthorne's common stock to various persons in connection with the sales and
previous sales made during the three months ended September 30, 1999. Further,
ITHC and another Company transferred 200,000 shares of Silverthorne's common
stock to two persons in connection with all of the sales.


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<PAGE>




Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

2.1  Stock Purchase and Asset Acquisition Agreement by and among
     Inter-American Telecommunications Holding Corporation, Silverthorne
     Production Company, et al. (incorporated by reference to Exhibit 2 to
     the Current Report on Form 8-K/A dated August 20, 1999 that was filed
     by Silverthorne Production Company on March 8, 2000).

2.2  Amendment dated December 27, 1999, to Stock Purchase and Asset
     Acquisition Agreement by and among Silverthorne Production Company,
     Inter-American Telecommunications Holding Corporation, et al.
     (incorporated by reference to Exhibit 2 to the Current Report on Form
     8-K that was filed by Silverthorne Production Company on January 3,
     2000).

3.1  Bylaws of Silverthorne Production Company adopted on December 8, 1999.

27   Financial Data Schedule


                                     - 14 -


<PAGE>




                                   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/ Jimmy L. Boswell
    Jimmy L. Boswell
    President and Chief Operating
    Officer

By: /s/ David G. Lucas
    David G. Lucas
    Chief Financial Officer

Denver, Colorado
March 16, 2000



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