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, 2000

                                       OR

                 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                         Commission File Number 0-11730

                             COGNIGEN NETWORKS, INC.

        (Exact name of small business issuer as specified in its charter)

              Colorado                                           84-0189377
       ---------------------                             -----------------------
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                       Identification No.)

                             7001 Seaview Avenue NW
                                    Suite 210
                            Seattle, Washington 98117
                    (Address of principal executive offices)

                                 (206) 297-6151

                           (Issuer's Telephone number)

                                       N/A

     ----------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

                                                  Yes    No
                                                     ---   ----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                                                          Outstanding at
                 Class                                  September 30, 2000
        ------------------------                       --------------------

Common Stock, .001 par value                                   46,980,547

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




<PAGE>


                             COGNIGEN NETWORKS, INC.

                         Commission File Number: 0-11730

                        Quarter Ended September 30, 2000

                                   FORM 10-QSB

Part I - FINANCIAL INFORMATION

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



Unaudited Consolidated Balance Sheets....................................Page 2



Unaudited Consolidated Statements of Cash Flows..........................Page 3



Notes to Unaudited Consolidated Financial Statements.....................Page 4



Management's Discussion and Analysis or Plan of Operation................Page 6



Part II - OTHER INFORMATION..............................................Page 9



Signatures..............................................................Page 10







<PAGE>

                            COGNIGEN NETWORKS, INC.

                Unaudited Consolidated Statements of Operations

<TABLE>
<CAPTION>


                                                             Three Months Ended
                                                                September 30,
                                                         ----------------------------
                                                             1999            2000
                                                         ------------    ------------

<S>                                                      <C>             <C>
Revenue
   Prepaid cards and pins ............................   $    445,090    $    181,212
   Call back and switching services ..................           --           118,792
   Commissions .......................................        445,133         871,647
   Allowances ........................................         (5,379)          5,059
                                                         ------------    ------------
     Total revenue ...................................        884,844       1,176,710
                                                         ------------    ------------

Operating expenses
   Prepaid cards and pins ............................        302,637         130,830
   Call back and switching services ..................           --           129,569
   Marketing Commissions .............................        345,043         457,217
   Sales, general and administrative .................      6,472,289         951,672
                                                         ------------    ------------
     Total operating expenses ........................      7,119,969       1,669,288
                                                         ------------    ------------

Loss from operations .................................     (6,235,125)       (492,578)

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

Loss before income taxes .............................     (6,270,675)       (512,228)

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

Net loss .............................................   $ (6,270,675)   $   (512,228)
                                                         ============    ============

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

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




<PAGE>

                            COGNIGEN NETWORKS, INC.

                      Unaudited Consolidated Balance Sheet

<TABLE>
<CAPTION>



                                                           June 30,      September 30,
                                                             2000            2000
                                                         ------------    ------------
                                     Assets

<S>                                                      <C>             <C>
Current assets
   Cash ..............................................   $    717,344    $    275,630
   Accounts receivable, net of allowance for
    doubtful accounts of $5,000 ......................         61,046         215,392
   Commissions receivable, net of allowance for
    doubtful accounts of $25,000 .....................        538,163         676,795
   Employee receivable ...............................          1,661           2,957
   Inventory .........................................        133,486         128,229
   Other current assets ..............................        417,028         473,450
   Deferred tax asset - current ......................           --              --
                                                         ------------    ------------
         Total current assets ........................      1,868,728       1,772,453
                                                         ------------    ------------

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

Other assets
   Deposits and other assets .........................         88,552         100,867
   Goodwill, net .....................................      3,655,017       3,506,103
   Customer lists ....................................      1,300,000       1,300,000
   Deferred tax asset - non current ..................           --              --
                                                         ------------    ------------
         Total other assets ..........................      5,043,569       4,906,970
                                                         ------------    ------------

Total assets .........................................   $  7,398,588    $  7,101,895
                                                         ============    ============

                      Liabilities and Stockholders' Equity

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

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

Commitments and Contingencies

Stockholders' equity
   Common stock $.001 par value, 50,000,000 shares
    authorized; 46,980,547 and 46,980,547 issued
    and outstanding at June 30, 2000 and September 30,
    2000 and 37,298,444 to be issued shares (2000) ...         84,278          84,278
   Additional paid-in capital ........................     13,594,051      13,594,051
   Accumulated deficit ...............................     (8,016,469)     (8,528,697)
                                                         ------------    ------------
         Total stockholders' equity ..................      5,661,860       5,149,632
                                                         ------------    ------------

Total liabilities and stockholders' equity ...........   $  7,398,588    $  7,101,895
                                                         ============    ============

</TABLE>

           See notes to unaudited consolidated financial statements.

                                     - 2 -

<PAGE>


                            COGNIGEN NETWORKS, INC.

                 Unaudited Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>


                                                                  Three Months Ended
                                                                      September 30,
                                                               --------------------------
                                                                   1999          2000
                                                               -----------    -----------
<S>                                                            <C>            <C>
Cash flows from operating activities
   Net loss ................................................   $(6,270,675)   $  (512,228)
                                                               -----------    -----------
   Adjustments to reconcile net loss to net cash
    provided by operating activities
     Depreciation and amortization .........................        22,908        216,385
     Stock options granted for services to non employees ...     5,836,724           --
     Changes in assets and liabilities
       Accounts receivable .................................        88,979       (154,346)
       Commissions receivable ..............................          --         (138,632)
       Inventory ...........................................         4,083          5,257
       Other assets ........................................          --          (57,718)
       Deposits ............................................          --          (12,315)
       Interest payable ....................................        35,550         16,933
       Accounts payable ....................................        11,887        101,003
       Accrued expenses ....................................          --          (19,763)
       Deferred revenue ....................................         1,926           --
       Commissions payable .................................        35,844        143,708
       Payroll taxes payable ...............................         3,436          2,929
                                                               -----------    -----------
                                                                 6,041,337        103,441
                                                               -----------    -----------
         Net cash used in operations .......................      (229,338)      (408,787)
                                                               -----------    -----------

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

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

Net increase in cash and cash equivalents ..................       286,199       (441,714)

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

Cash and cash equivalents-end of period ....................   $   286,199    $   275,630
                                                               ===========    ===========

</TABLE>


See notes to unaudited consolidated financial statements.

                                     - 3 -



<PAGE>


                             COGNIGEN NETWORKS, INC.

              Notes to Unaudited Consolidated Financial Statements


Note 1 - Description of Business

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

Note 2 - Summary of Significant Accounting Policies

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

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information.  Accordingly, they do not include all the information and
footnotes  required by generally  accepted  accounting  principles for financial
statements. For further information, refer to the audited consolidated financial
statements  and notes thereto for the year ended June 30, 2000,  included in the
Company's  Annual Report on Form 10-KSB filed with the  Securities  and Exchange
Commission.

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

Note 3 - Basis of Presentation

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


                                     - 4 -
<PAGE>

                             COGNIGEN NETWORKS, INC.

              Notes to Unaudited Consolidated Financial Statements



Note 4 - Stock Options

The Company  issued  32,400,000  options  entitling  the holders to purchase the
Company's  common  stock at $0.46 per share.  The options vest  immediately  and
expire five years from the date issued.  The options  cannot be exercised  until
the Company  amends it articles of  incorporation  or effects a reverse split of
its common stock so that it has  sufficient  shares  available for issuance upon
the exercise of these  options.  25,200,000  of these options were issued to non
employees  while the remaining  options were issued to employees and  directors.
The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting  Standards  No.  123,  "Accounting  for  Stock-Based   Compensation."
Accordingly,  no  compensation  cost has been  recognized  for the stock options
issued to  employees  and  directors.  $6,022,044  of  compensation  expense was
recorded in  connection  with the options  granted to non  employees  based on a
value of $.23 per option.



                                     - 5 -
<PAGE>



                             COGNIGEN NETWORKS, INC.


            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 Cognigen
Networks,  Inc.  ("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.  The  Company  is not  entitled  to  rely  on the  safe  harbor
provisions of Section 27A of the Securities Act of 1933, as amended,  or Section
21E  of  the  Securities   Exchange  Act  of  1934,  as  amended,   when  making
forward-looking statements.

Overview

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

The Company was  incorporated  on May 6, 1983, in Colorado.  On August 20, 1999,
the  Company  completed  the  acquisition  of all of the net  assets  of ITHC in
exchange  for  up to  49,041,397  shares  of the  Company's  common  stock.  For
financial statement purposes,  this business combination was accounted for as an
additional  capitalization of ITHC (a reverse  acquisition in which ITHC was the
accounting acquirer).  For accounting purposes, ITHC is considered the surviving
entity and the historical  financial  statements  prior to the  acquisition  are
those of ITHC.

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

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

                                     - 6 -

<PAGE>

                            COGNIGEN NETWORKS, INC.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

General and administrative  operating expenses  increased  $316,607,  or 50%, to
$951,672  during the three months ended  September 30, 2000 from $635,565 during
the three months ended  September  30, 1999.  This  increase is due to increased
salaries  of  $123,130  as a  result  of more  headcount  and  depreciation  and
amortization of $193,477.

The Company  incurred a loss from  operations  of $492,578  for the three months
ended  September  30, 2000  compared to  $6,235,125  for the three  months ended
September 30, 1999.  The decrease in operating loss during the current period is
directly  related to the expense of stock  options  granted for  services to non
employees of $5,836,724  recognized  during the three months ended September 30,
1999.

Interest  expense  decreased  $15,900,  or 45%, to $19,650 for the three  months
ended  September 30, 2000 from $35,550 for the three months ended  September 30,
1999.  The  reduction  is a result of the  payoff of a  portion  of debt.  After
interest expense, the net loss for the three months ended September 30, 2000 was
$512,228, or $.01 loss per share, compared to a net loss of $6,270,675,  or $.26
loss per share, for the three months ended September 30, 1999.

Liquidity and Capital Resources:

The  Company  has funded  its  operations  to date  primarily  from  shareholder
advances and stock  subscriptions  received.  At September 30, 2000, the Company
had cash and cash  equivalents  of  $275,630  and  negative  working  capital of
$179,810.

Cash used by the Company for operating  activities during the three months ended
September 30, 2000 was $408,787.  A primary  component of the use of cash during
the three months was the  Company's  net loss of $512,228  adjusted for non-cash
adjustments for depreciation  and  amortization of $216,385.  Additional uses of
operating cash for the three months included increases in the Company's accounts
receivable  of $154,346,  commissions  receivable  of $138,632,  other assets of
$57,718,  and  deposits of $12,315.  The uses in operating  cash were  partially
offset  by  cash  provided  of  $101,003  from  accounts  payable,  $143,708  of
commissions  payable,  and $16,933 of interest payable.  Cash used for investing
activities includes $3,652 for the purchase of fixed assets.  Additional uses of
cash  during the three  months  ended  September  30, 2000  include  payments on
capital leases of $29,275.

                                     - 7 -
<PAGE>

                            COGNIGEN NETWORKS, INC.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Company  currently has three notes payable and various  capital  leases with
total  outstanding  balances of $914,428 at September 30, 2000. Two of the notes
are  due  July 1,  2001  and one is due  February  12,  2001.  The  Company  has
maturities of capital leases and notes payable of $902,276  required  during the
next twelve months.  Cash  generated from  operations was not sufficient to meet
the Company's  working capital  requirements for the quarter ended September 30,
2000,  and  may  not  be  sufficient  to  meet  the  Company's  working  capital
requirements for the foreseeable  future. As a result,  the Company is exploring
various bridge  financing  and/or  additional  equity  financing to meet current
operating  requirements until operations can generate  sufficient cash to become
self-sustaining.  There can be no  assurances  that the Company  will be able to
secure  additional  debt or equity  financing  or that  operations  will produce
adequate  cash flows to allow the  Company to meet all of the  Company's  future
obligations.  The  Company  has  no  significant  planned  capital  expenditures
covering the next twelve months.  The Company  maintains two customer  databases
containing   archived   names  with   historical   records   of  long   distance
telecommunication  service  users,  to  which  the  Company  intends  to  devote
substantial  efforts during the next twelve months to transform these names into
active CST  customer  accounts.  The  Company  has been in  negotiations  with a
telemarketing  firm to assist in the  transformation  of these names into active
accounts.  The Company anticipates an initial cost of approximately  $93,000 for
these telemarketing  services and have received a verbal commitment from a third
party to assist in funding these telemarketing costs, as necessary.  The Company
has also entered into an option agreement with a joint venture consisting of the
sellers of the  customer  databases,  which  provides  that if certain  targeted
levels of  active  customers  cannot  be  transformed  from the  databases,  the
Company's  original  investment in these databases will be refunded  through the
forgiveness  of the remaining debt  outstanding  and the return of the Company's
shares to the Company.  The Company  believes this  agreement is a major step in
protecting the recoverability of the the Company's original  investment in these
databases.

                                     - 8 -
<PAGE>


                            COGNIGEN NETWORKS, INC.

                         Commission File Number: 0-11730

                        Quarter Ended September 30, 2000

                                   Form 10-QSB

                           PART II - OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K

a)       Exhibits

         27       Financial Data Schedule

b)       Reports on Form 8-K


On July 14, 2000,  a Current  Report on Form 8-K was filed that  reported  under
Item 5 that the Company had changed its name to Cognigen Networks, Inc. and that
included  Articles of Amendment to the Articles of  Incorporation  as an exhibit
under Item 7(c).

On July 20, 2000, a Current  Report on Form 8-K/A was filed  reporting  the name
change  under Item 5 and again  filing the Articles of Amendment to the Articles
of Incorporation as an exhibit under Item 7(c).



                                     - 9 -
<PAGE>

                            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/ Darrell H. Hughes

      Darrell H. Hughes
      President and Chief Executive
      Officer

By: /s/ David G. Lucas

      David G. Lucas
      Chief Financial Officer

Denver, Colorado
November 13, 2000




                                     - 10 -