`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 September 30, 2003
                                                    ------------------

                                             OR

                      ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                           OF THE SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from to
                                                          ---------

                               Commission File Number 0-11730

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

               Colorado                                 84-1089377
    (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                  October 30, 2003
------------------------------   -------------------------

Common Stock, $.001 par value                     9,553,972
                                 --------------------------

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


                                  COGNIGEN NETWORKS, INC.

                              Commission File Number: 0-11730
                              Quarter Ended September 30, 2003


                                        FORM 10-QSB

Part I - FINANCIAL INFORMATION

   Item 1.  Consolidated Financial Statements

       Unaudited Consolidated Statements of Operations

       Consolidated Balance Sheets

       Unaudited Consolidated Statement of Changes in Stockholders' Equity

       Unaudited Consolidated Statements of Cash Flows

       Notes to Unaudited Consolidated Financial Statements

    Item 2.  Management's Discussion and Analysis or Plan of Operation

    Item 3.  Controls and Procedures


Part II - OTHER INFORMATION

   Item 2.    Changes in Securities

   Item 6     Exhibits and Reports on Form 8-K

Signatures



                                  COGNIGEN NETWORKS, INC.

                      Unaudited Consolidated Statements of Operations

                               Part I - Financial Information

Item 1. Financial Statements

                                                              Three Months Ended
                                                                 September 30,
                                                          -------------------------
                                                              2003          2002
                                                          ------------   ----------
                                                           Unaudited     Unaudited
Revenue
  Marketing commissions                                    $1,495,454    $1,954,111
  Telecommunications                                        1,223,242       863,277
  Other                                                         7,376            28
                                                           ----------    ----------
   Total revenue                                            2,726,072     2,817,416
                                                           ----------    ----------

Operating expenses
  Marketing commissions                                     1,002,483     1,256,786
  Telecommunications                                          703,430       474,192
  Selling, general and administrative                       1,179,319       985,958
  Depreciation and amortization                                23,236        42,307
                                                           ----------    ----------
   Total operating expenses                                 2,908,468     2,759,243
                                                           ----------    ----------

Income (loss) from operations                                (182,396)       58,173
Interest expense                                              (10,504)       (4,039)
                                                           ----------    ----------

Income (loss) before income taxes                            (192,900)       54,134

Income taxes                                                       -             -
                                                           ----------    ---------
Net income (loss)                                            (192,900)       54,134

Preferred dividends                                           (10,000)           -
                                                           ----------    ----------

Net income (loss) attributable to
  common shareholders                                      $ (202,900)   $   54,134
                                                           ==========    ==========

Income (loss) per common share-
  basic and diluted                                        $    (0.02)   $     0.01
                                                           ==========    ==========

Weighted average number of common shares outstanding -
 basic and diluted                                          9,553,972     9,054,456
                                                           ==========    ==========

                 See notes to unaudited consolidated financial statements.



                                Consolidated Balance Sheets

                                                          September 30,      June 30,
                                                              2003             2003
                                                          ------------      -----------
                                                            Unaudited
                                         Assets
Current assets
  Cash                                                      $   174,186     $   412,992
  Accounts receivable, net                                      491,533         313,537
  Commissions receivable, net                                   919,970         897,000
  Inventory                                                      19,465          24,901
  Other current assets                                           48,584          58,111
                                                            -----------     -----------
      Total current assets                                    1,653,738       1,706,541
                                                            -----------     -----------

Non-current assets
  Property, plant and equipment, net                            131,195         150,412
  Notes receivable                                              403,883         250,252
  Deposits and other assets                                     110,503         109,552
  Goodwill                                                    2,893,029       2,893,029
                                                            -----------     -----------
      Total non-current assets                                3,538,610       3,403,245
                                                            -----------     -----------

Total assets                                                $ 5,192,348     $ 5,109,786
                                                            ===========     ===========

                          Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable                                          $   813,690     $   687,362
  Accrued liabilities                                           288,582         192,657
  Commissions payable                                         1,095,769         892,848
  Current portion of deferred commissions                       511,200         511,200
  Note payable                                                  238,972         254,389
  Other current liabilities                                      64,113          65,759
                                                            -----------     -----------
      Total current liabilities                               3,012,326       2,604,215
                                                            -----------     -----------

Non-current liabilities
  Deferred commissions less current portion                     631,961         763,990
  Other long-term liabilities                                    50,346          40,966
                                                            -----------     -----------
      Total non-current liabilities                             682,307         804,956
                                                            -----------     -----------
      Total liabilities                                       3,694,633       3,409,171
                                                            -----------     -----------

Stockholders' equity
  Preferred stock no par value, 20,000,000 shares
   authorized, 500,000 shares issued and outstanding,
   $1.00 per share liquidation preference                       450,000         450,000

  Common stock $.001 par value, 300,000,000 shares
   authorized; 9,553,972 shares issued and outstanding
   as September 30, 2003 and June 30, 2003                        9,554           9,554

  Additional paid-in capital                                 12,175,531      12,175,531
  Accumulated deficit                                       (11,137,370)    (10,934,470)
                                                            -----------     -----------
      Total stockholder's equity                              1,497,715       1,700,615
                                                            -----------     -----------

Total liabilities and stockholders' equity                  $ 5,192,348     $ 5,109,786
                                                            ===========     ===========


                 See notes to unaudited consolidated financial statements.



            Unaudited Consolidated Statements of Changes in Stockholders' Equity
                                     September 30, 2003


                                                                               Additional                     Total
                          Preferred stock               Common stock            Paid-in      Accumulated   Stockholders'
                       Shares         Amount        Shares         Amount       Capital        Deficit        Equity
                     -----------    -----------   -----------    -----------   -----------   ------------   -----------
 Balances at July
 1, 2003                 500,000    $   450,000     9,553,972    $     9,554   $12,175,531   $(10,934,470)  $ 1,700,615

 Net loss                     -              -             -              -             -        (192,900)     (192,900)

 Dividends on
 preferred
 stock                        -              -             -              -             -         (10,000)      (10,000)
                     -----------    -----------   -----------    -----------   -----------   ------------   -----------

 Balances at
 September 30,
 2003                    500,000    $   450,000     9,553,972    $     9,554   $12,175,531   $(11,137,370)  $ 1,497,715
                     ===========    ===========   ===========    ===========   ===========   ============   ===========


                 See notes to unaudited consolidated financial statements.




                      Unaudited Consolidated Statements of Cash Flows


                                                                 Three Months Ended
                                                                   September 30,
                                                            --------------------------
                                                               2003             2002
                                                            ----------      ----------
                                                             Unaudited       Unaudited
Cash flows used in operating activities
  Net income (loss)                                         $ (192,900)     $   54,134
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities
  Depreciation and amortization                                 23,236          42,307
  Bad debt expense                                               7,868              -
  Other                                                          3,035              -
   Changes in assets and liabilities
     Accounts receivable                                      (185,864)        (26,903)
     Commissions receivable, net                               (22,970)         48,453
     Employee receivable                                            -            1,865
     Inventory                                                   5,436          (7,440)
     Other current assets                                        9,527             461
     Deposits and other assets                                  (2,005)            212
     Accounts payable                                          126,326         (36,802)
     Accrued liabilities                                        95,925           4,137
     Commissions payable                                       202,921          72,366
     Other current liabilities                                  (1,646)        (13,300)
                                                            ----------     -----------
      Net cash provided by operations                           68,889         139,490
                                                            ----------     -----------

Cash flows from investing activities
  Increase in notes receivable                                (146,647)             -
  Capital expenditures                                          (4,019)             -
                                                            ----------      ----------
      Net cash used in investing activities                   (150,666)             -
                                                            ----------      ----------

Cash flows from financing activities
  Payments on deferred commissions                            (132,029)       (123,000)
  Payments on notes payable                                    (25,000)             -
  Other                                                             -             (366)
                                                            ----------      ----------
      Net cash used in financing activities                   (157,029)       (123,366)
                                                            ----------      ----------

Net increase (decrease) in cash and cash equivalents          (238,806)         16,124

Cash and cash equivalents-beginning of period                  412,992         482,717
                                                            ----------      ----------

Cash and cash equivalents-end of period                     $  174,186      $  498,841
                                                            ==========      ==========

Supplemental disclosures of cash flow information and non-cash transactions

     Cash payments for interest  expense during the three months ended September
     30, 2003 and 2002 were $25,000 and $514, respectively.

     The Company  accrued  dividends on preferred  stock during the three months
     ended September 30, 2003 of $10,000.



                 See notes to unaudited consolidated financial statements.



                    Notes to Unaudited Consolidated Financial Statements
                                     September 30, 2003


Note 1 - Description of Business

Cognigen  Networks,  Inc  (the  "Company"  or  "Cognigen")  is an  Internet  and
relationship   enabled   marketer  of   long-distance   telephone  and  personal
communications   services  and  a  licensed,   facilities   based  domestic  and
international  long-distance  carrier.  The  Company  receives  commissions  and
revenues from sales of these services through agents and affinity  groups,  from
telecommunications  sales of  prepaid  calling  cards  and from the sale of call
switching   services  of  it's  wholly-owned   subsidiary,   Cognigen  Switching
Technologies, Inc. (CST).


Note 2 - Summary of Significant Accounting Policies

In the  opinion  of  management,  all  adjustments,  consisting  only of  normal
recurring  adjustments,  have  been  made  to  (a)  the  unaudited  consolidated
statements of operations for the three months ended September 30, 2003 and 2002,
respectively,  (b) the unaudited  consolidated balance sheet as of September 30,
2003 and  audited  consolidated  balance  sheet as of June 30,  2003 and (c) the
unaudited  consolidated  statements  of cash  flows for the three  months  ended
September  30,  2003 and  2002,  respectively,  in  order to make the  financial
statements not misleading.

The Company has not  recorded a provision  for income taxes for the three months
ended  September  30,  2003  and  2002.  The  Company  has  net  operating  loss
carryforwards to offset taxable income in this period.

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, 2003,  included in the
Company's  Annual Report on Form 10-KSB filed with the  Securities  and Exchange
Commission.

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 months ended September 30, 2003 may not necessarily be
indicative of the results for the fiscal year ended June 30, 2004.

On November 21, 2001, the Company entered into a Stock Redemption Agreement with
a shareholder,  in which the shareholder 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 will be paid out based
upon future commissions  earned as defined in the agreement.  The agreement does
not guarantee that future  commissions will be earned. As of September 30, 2003,
the  remaining  balance of  deferred  commissions  payable was  $1,143,161.  The
Company has  classified  $511,200 as an estimate of the current  portion of this
agreement  based on  historical  commissions.  After the  $1,143,161 of deferred
commissions  has been  earned  and  paid to the  shareholder,  commissions  will
continue to be paid to the  shareholder  and recorded as  marketing  commissions
expense in the statement of operations.


Note 3 - Basis of Presentation

On October 15, 2001, a  one-for-eight  (1:8) reverse stock split was approved by
the  shareholders  and has  been  reflected  retroactively  in  these  financial
statements.

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


Note 4 -Notes Receivable

Intandem Communications Corp.

As of September 30, 2003,  there are $319,399 in notes  receivable  representing
amounts  advanced to  InTandem  Communications  Corp.  (InTandem)  plus  accrued
interest  of $6,983.  On April 1, 2003,  the  Company,  and  InTandem,  David B.
Hurwitz  (Hurwitz),  Richard G. De Haven (De Haven) and  Anthony  Sgroi  (Sgroi)
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.  Each loan is
to bear  interest  at the rate of 7.5% per annum and the loans are to be secured
by a pledge of the outstanding  InTandem common stock. As of September 30, 2003,
$128,694  remained to be funded under the Funding Agreement of which $48,000 has
subsequently been funded.

If the  Company  makes all of the loans,  it has the option to convert the loans
into 49% of  InTandem's  outstanding  common stock at any time not later than 12
months after the last payment on all the loans has been received by the Company.
If the Company does not convert the promissory notes into InTandem common stock,
InTandem's  obligation  to repay the  promissory  notes will be  discounted by a
value equal to 25% of the net income  realized  by the Company  from the sale of
the Company's  services  through the 1+ long distance  Cognigen  Resale Division
(CRD).  During the time that the Company is the (i) holder of an unpaid InTandem
promissory note, (ii) an InTandem  shareholder or (iii) has the right to acquire
InTandem's  common stock, the Company has the right to designate two of the five
directors on  InTandem's  Board of  Directors.  Further,  the InTandem  Board of
Directors  has to approve  every  transaction  by a vote of not less than 80% of
InTandem's  directors  and a quorum of the InTandem  Board of Directors has been
established as four.

If the Company  exercises its  conversion  rights on or before April 1, 2005, or
the date the Company's  conversion  rights  expire,  whichever is later,  but no
earlier  than April 1, 2004,  the  Company  shall have the right to acquire  the
remaining  51% of Intandem or all of the  outstanding  common  stock of InTandem
from Messrs. Hurwitz, De Haven and Sgroi. The price that the Company is required
to pay for such common stock is equal to four times the gross revenue  generated
by InTandem for the last three months prior to the  acquisition  of the InTandem
common stock by the Company, multiplied by 51%.

Each of Messrs.  Hurwitz, De Haven and Sgroi received a five-year  non-qualified
stock option to purchase  60,000  shares of the  Company's  common stock that is
exercisable  at a price of $0.36 per share.  Such options vest  quarterly over a
period  commencing in Apri1 2004,  and will expire if InTandem fails to meet 75%
of its revenue and profit and loss  projections.  Since the measurement  date to
value  these  options has not yet  occurred,  no  compensation  expense has been
recorded in the consolidated financial statements.

As a part of the  transaction,  the  Company  organized  CRD.  CRD is under  the
managerial authority and guidance of Mr. Sgroi, who at the time became president
of CRD and entered into an employment agreement with the Company.  Subsequent to
this transaction,  Mr. Sgroi was made chief operating officer of the Company and
now reports  directly to the Board of Directors while overseeing all operations.
In addition, InTandem has agreed to provide consulting services at all levels to
assist CRD in fulfilling  its mission and  responsibilities  through the overall
transition of a substantial  part of the Company's sales  production from master
agency status to proprietary resale revenue.

If a third party  introduces  a large  affiliated  group of  subscribers  to the
Company that requires the specialized product and service management of InTandem
and the Company agrees to pay a gross revenue commission to that third party and
its sponsoring entity at the level of a super-agency,  the Company has agreed to
pay  Messrs.  Hurwitz,  De Haven  and  Sgroi a bonus of a 15% share of the total
commission payable to the super-agency and sponsoring entity.

In  conjunction  with this  transaction,  a consultant is to be paid,  under his
consulting  agreement with the Company,  a commission  that is being  negotiated
with the Company.  Although,  the commission amount has not yet been determined,
the Company believes that a majority of it is based on the Company's exercise of
the  option to acquire  the  remaining  51% of  InTandem  and future  cash flows
generated  from  InTandem  activities  and would be paid in the  future,  at the
option of the consultant,  either in net cash flows from InTandem  activities or
common stock of the Company.

American Internet Communications

As of  September  30, 2003,  the Company had a note  receivable  outstanding  of
$77,500 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. This note bears interest at 12% payable annually,
is  secured  by  the   personal   guaranty   of  the   principals   of  American
Communications,  and is due  October  4,  2004.  This note was  acquired  by the
Company in October  2002 as part of the  agreement  dated  October 17, 2002 with
Stanford  Venture  Capital  Holdings,  Inc.  described  in more detail in Note 6
Stockholders' Equity.


Note 5 - Note Payable

The note  payable  consists of a secured  note  payable,  with  interest at 14%,
compounded  daily,  principal and interest payable in varying amounts.  The note
payable is secured by the accounts,  as defined, and other assets of CST. As the
note is in default,  the interest,  which was at 12%, has been  increased to 14%
and is compounded daily. The Company is currently negotiating with the holder of
the note  payable to arrange  for a new note with  terms  commensurate  with the
Company's current operating activities.


Note 6 -Stockholders' Equity

On October 17, 2002 the Company issued 500,000 shares of 8% Convertible Series A
Preferred Stock (Preferred Stock) to Stanford Venture Capital Holdings,  Inc. an
affiliate of Stanford Financial Group of Houston, Texas for $500,000. Each share
of the 8% Convertible Series A 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. After five years 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. In conjunction with the issuance of the Preferred
Stock,  the  Company  paid  $30,000  in cash and  issued  64,516  shares  of the
Company's common stock to a third-party consultant as a finders' fee.

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  accrued for  dividends of $10,000 for the
three months ended September 30, 2003.

As part of the  agreement  dated  October 17,  2002  discussed  above,  Stanford
Financial Group Company,  Inc. agreed to transfer to the Company, an approximate
32%  interest  in American  Communications,  a private  company,  and a $300,000
Promissory Note and Agreement due in October 2004 in exchange for 400,000 shares
of the Company's common stock,  two-year  warrants to purchase 150,000 shares of
the Company's  common stock at an exercise price of $.50 per share and five-year
warrants to purchase 350,000 shares of the Company's common stock at an exercise
price of $.75 per share.  This transaction was completed on February 5, 2003 and
the stock and warrants were issued.

On February  3, 2003,  the  Company  entered  into a letter of intent with David
Stone and Harry Gorlovezky, current members of American Communications, pursuant
to which Messrs.  Stone and  Gorlovezky  indicated  their intent to purchase the
approximate 32% interest in American  Communications  that the Company  acquired
from  Standford  Financial  for a cash  consideration  of $22,500.  In addition,
Messrs.  Stone and  Gorlovezky  had a right until June 10, 2003 to purchase  the
$300,000  Promissory Note and Agreement due in October 2004 for a purchase price
of $77,500 in cash.  The $22,500 was  received  and the 32% interest in American
Communications  was  delivered to Messrs.  Stone and  Gorlovezky.  The option to
purchase the $300,000 Promissory Note and Agreement was not exercised.


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 options to purchase 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 three months ended September 30, 2003, the Board of Directors granted
an option to an employee to purchase 10,000 shares of the Company's common stock
that vests 5,000 immediately and 5,000 in one year. The option is exercisable at
the market price of Cognigen's stock on the date the option was granted.

As of September  30,  2003,  there were  options  outstanding  under the Plan to
purchase 376,000 shares of the Company's common stock.

In April 2003, as part of the Funding  Agreement  with  Intandem  Communications
Corp.  (Intandem),  the Board of Directors granted to the principals of Intandem
options to purchase up to 480,000  shares of the  Company's  common  stock.  The
exercise  price of the options is $.36 per share and the options  expire in five
years.  The actual number of options to purchase the  Company's  common stock is
based on the achievement of certain objectives outlined in the Funding Agreement
and could be as low as options to purchase zero shares and as high as options to
purchase  480,000  shares.  The vesting  periods of these options range from one
year to three years.

As of September 30, 2003, there were options  outstanding to purchase  1,475,000
shares of the  Company's  common  stock  that were not  granted  under any plan.
Options  relating to 1,000,000 of the shares are  exercisable at $3.68 per share
and expire in August 2004.

As of September 30, 2003, there were warrants  outstanding to purchase 1,100,000
shares of the Company's common stock  exercisable at prices ranging from $.50 to
$1.00 per share.



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 and a licensed,  facilities based domestic
and international long distance carrier.  We earn revenue in two ways. First, we
earn  commissions  from  approximately  thirty  vendors whom we represent on our
agent web sites via contractual  agreements.  Second, we earn revenue from sales
of telecommunications services used by our own customers.

The majority of our revenue is derived from vendors,  agents and affinity groups
for sales of 1+ long distance,  prepaid calling cards,  customized  applications
services,  conference calling,  dedicated high-speed connectivity,  and internet
access.

We have made a major strategic  transition in our business  profile and delivery
of  products  and  services  over the past three  months.  In  addition to being
historically successful at representing and selling the services and products of
agents and vendors,  we are now selling  multiple  branded  products whereby the
customer  and  account  are  owned by us.  The most  significant  impact of this
strategic transition is that by billing our owned customer accounts, we generate
approximately  five times as much revenue  compared to  commission  revenue from
vendors. During the three months ended September 30, 2003,  approximately 40% of
our orders are from our own accounts and 60% from  commission  dollars  received
from vendors versus  approximately 10% of the orders generated came from our own
accounts for the year ended June 30,  2003.

Through the acquisition of multiple state licenses,  billing capability, and new
distribution  channels, we can now grow revenue,  maintain closer contact to our
customers,  and control  bottom line  retention  and  contribution  to a greater
degree. At this time, we are adding to our proprietary account base at a rate of
approximately  5,000 per month. For each 1,000 new owned customer  accounts,  we
realize approximately $11,000 to $15,000 in billed revenue per month.

Quarter Ended September 30, 2003 Compared to Quarter Ended September 30, 2002

Total  revenue for the three  months  ended  September  30, 2003 was  $2,726,072
compared to $2,817,416 for the three months ended September 30, 2002. Commission
revenue  was  $1,495,454  for 2003  compared to  $1,954,111  for the prior year.
Telecommunications  revenue was  $1,223,242 for 2003 as compared to $863,277 for
the prior year.

Commission  revenue has decreased and  telecommunications  revenue has increased
compared to that of 2002 due to the major  strategic  transition in our business
profile and  delivery of products and  services.  We have focused our efforts on
adding to our  proprietary  account  base,  which  will  enable us to  recognize
top-line  revenue  and  allow us to  maintain  more of the  bottom  line.  As an
example,  we have grown our  proprietary  orders from 1,943  orders in September
2002 to 5,195 orders in September 2003, an increase of 167%.

Commission  expense related to commission  revenue decreased from $1,256,786 for
the three months ended  September  30, 2002 to  $1,002,483  for the three months
ended  September 30, 2003, a decrease of 20%. This decrease is  attributable  to
the corresponding  decrease in commission revenue. Had payments to a shareholder
been  recorded  as  commission  expense  instead  of  a  reduction  of  deferred
commissions  payable on the balance  sheet,  commission  expense would have been
higher by approximately  $130,000.  See Note 7 to the Company's Annual Report on
Form 10-KSB for the year ended June 30,  2003.  We do not  anticipate  recording
these  payments as  commission  expense  until  sometime in fiscal years 2006 or
2007.

Telecommunications   operating  expenses,  primarily  carrier  costs,  increased
$229,238 during 2003 compared to 2002. The increase in these expenses  correlate
to the increase in telecommunications revenue described above.

Selling,  general  and  administrative  expenses  increased  $193,361  for  2003
compared to 2002,  or 20%. The majority of the  increases  are  attributable  to
increases  in legal fees of $40,002,  an increase in personnel  costs  primarily
related to CRD and CST of $145,949,  offset by a decrease in consulting expenses
of $67,809 compared to the prior period.

Depreciation  and  amortization  of $23,236 for 2003  decreased from $42,307 for
2002 because of assets becoming fully depreciated.

A loss from operations of $182,396 for the three months ended September 30, 2003
compared  to income  from  operations  of  $58,173  for the three  months  ended
September 30, 2002 resulted primarily from the increase in the selling,  general
and administrative expenses as described above.

Interest  expense  increased  for the three months ended  September  30, 2003 to
$10,504 from $4,039 for the three months ended September 30, 2002.

Liquidity and Capital Resources

The Company has  historically  funded its operations  primarily from stock sales
and revenue from operations.  As of September 30, 2003, the Company had cash and
cash  equivalents  of $174,186 and negative  working  capital of  $1,358,588  an
increase of $460,914  compared  to June 30,  2003  resulting  in large part from
advances under the Funding  Agreement and litigation  activity  during the three
months ended September 30, 2003.

Cash provided by operations during the three months ended September 30, 2003 was
$68,889.  Cash used in investing activities was $150,666 primarily  attributable
to advances  under the Funding  Agreement  of  $146,647.  Cash used in financing
activities was $157,029 primarily due to payments on deferred commissions.

The note  payable  consists of a secured  note  payable,  with  interest at 14%,
compounded  daily,  principal and interest payable in varying amounts.  The note
payable is secured by the accounts,  as defined, and other assets of CST. As the
note is in default,  the interest,  which was at 12%, has been  increased to 14%
and is compounded daily. The Company is currently negotiating with the holder of
the note  payable to arrange  for a new note with  terms  commensurate  with the
Company's current operating activities.  If the Company cannot arrange for a new
note with terms  acceptable to the Company there is the risk of  foreclosure  on
the accounts and other assets.

On April 1, 2003,  Cognigen,  and InTandem,  Messers Hurwitz, De Haven and Sgroi
entered  into and closed an  agreement  (Funding  Agreement)  pursuant  to which
Cognigen  agreed to  provide up to  $448,093  in a series of loans over a period
nine months to InTandem.  Each loan is to bear  interest at the rate of 7.5% per
annum and the loans are to be  secured by a pledge of the  outstanding  InTandem
common  stock.  As of  September  30,  2003,  $319,399 had been funded under the
Funding  Agreement.  Subsequent  to this an  additional  $48,000 was funded with
$80,694 remaining to be funded.

As of September 30, 2003, we had available cash of $174,186.  We anticipate that
we will need additional  financing in the near future to continue  funding under
the Funding Agreement,  operating and attempting any expansion efforts unless we
realize  sufficient  cash flow from our  current  operations.  We have  suffered
losses in the past and there are no assurances that we will realize a sufficient
amount of cash flow  from our  current  operations  to meet our  needs.  We have
already  reduced  certain  personnel  positions  and overhead  where  considered
possible.  If we do not obtain additional  financing,  we will have to reduce or
discontinue our plans for expansion and may have to further reduce expenses.

Cash generated  through  operations  and financing  activities was sufficient to
meet the  Company's  working  capital  requirements  for the three  months ended
September 30, 2003,  but may not be  sufficient  to meet the  Company's  working
capital  requirements for the foreseeable  future. The Company continues to look
at various  financing  and equity  opportunities  to meet current  operating and
capital  requirements.  There can be no  assurance  the Company  will be able to
secure  additional  debt or equity  financing  or that  operations  will produce
adequate cash flow to enable the Company to meet all of it's future  obligations
including the remaining funding under the Funding Agreement. However, management
believes the Company will be successful in producing  sufficient  cash flow from
all  collective  sources to fund its  operations  and funding  requirements  and
continue operations for 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,"  contains  forward  looking
statements that involve risks and uncertainties  that might adversely affect the
operating results of the Company in the future in a material way. Such risks and
uncertainties  include,  without limitation,  the possibility that the Company's
proprietary  customer base will not grow as the Company  expects,  the Company's
ability  to  obtain  additional  financing,  lack of agent  growth,  loss of key
personnel,  telecommunication  rate changes,  fee policy or application changes,
technological changes and increased competition.  Many of these risks are beyond
the  control of the  Company.  The  Company is not  entitled to rely on the safe
harbor  provisions of Section 27A of the Securities Act of 1933, as amended,  or
Section  21E of the  Securities  Exchange  Act of 1934 as  amended,  when making
forward-looking statements.


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 Operating Officer and Chief Financial  Officer,  we have evaluated the
effectiveness  of our  disclosure  controls and  procedures  as of September 30,
2003.  Based  upon  that  evaluation,  our  Chief  Operating  Officer  and Chief
Financial  Officer  concluded  that, our disclosure  controls and procedures are
effective in timely alerting them to the material information relating to us and
our consolidated subsidiary required to be included in our periodic filings with
the Securities and Exchange Commission.

(b)   Changes in internal controls.

There have been no  significant  changes  in our  internal  controls  or, to our
knowledge,  in other  factors  that  could  significantly  affect  our  internal
controls subsequent to the date of their most recent evaluation.



                                Part II - Other Information


Item 2. Changes in Securities

Recent Sales of Unregistered Securities

In July  2003,  the Board of  Directors  granted  an option  to an  employee  to
purchase  10,000  shares  of  the  Company's   common  stock  that  vests  5,000
immediately and 5,000 in one year. The option is exercisable at the market price
of  Cognigen's  stock on the date the option was  granted.  The Company does not
consider the grant of this option to constitute a sale.


Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits

     31.1 Certification of Chief Operating 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 Operating  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

(b)   Reports on Form 8-K

     On October 1, 2003 the Company  filed a current  report on Form 8-K,  dated
     September 24, 2003, reporting under Item 5 that the Company's President and
     Chief  Executive  Officer  Darrell H. Hughes had  resigned to take  another
     position with a different company,  but remained a director of the Company.
     Also, the current report on Form 8-K reported under Item 5 that Mr. Anthony
     T. Sgroi was  appointed as the Company's new Chief  Operating  Officer.  In
     addition,  under  Item 12 the  Company  filed a press  release,  which  was
     included  as an  exhibit  under  Item  7,  announcing  its  annual  audited
     operating results.



                                         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/ Anthony T. Sgroi                            Date: November 18, 2003
    -------------------------------------
    Anthony T. Sgroi
    Chief Operating Officer


By: /s/ Gary L. Cook                                Date: November 18, 2003
    -------------------------------
    Gary L. Cook
    Chief Financial Officer


                                       EXHIBIT INDEX


31.1   Certification of Chief Operating 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 Operating  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`