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

# FORM
10-QSB/A

# (X)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934For
the quarterly period ended March 31, 2005

# OR

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

# Commission
File Number 0-11730

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

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

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

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

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

# APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE
YEARS

Check  whether
the  registrant  filed all  documents  and reports  required to be filed by Section 12,
13 or 15(d) of the  Exchange Act  after the distribution of securities under a plan
confirmed by a court.   Yes  [   ]    No   [   ]

APPLICABLE
ONLY TO CORPORATE ISSUERS

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

|Class                         | Outstanding at April 30, 2005
|----------------------------- | -----------------------------
|Common Stock, $.001 par value |                              

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

---

# COGNIGEN
NETWORKS, INC.

# Commission
File Number: 0-11730Quarter Ended March 31, 2005

# FORM
10-QSB/A

|Part I - FINANCIAL INFORMATION                                     |  |         | 
|------------------------------------------------------------------ |  | ------- | 
|Item 1.  Consolidated Financial Statements                         | 
|Consolidated Balance Sheets                                        |  | Page 2  | 
|Unaudited Consolidated Statements of Operations                    |  | Page 3  | 
|Unaudited Consolidated Statements of Cash Flows                    |  | Page 4  | 
|Notes to Unaudited Consolidated Financial Statements               |  | Page 5  | 
|Item 2.  Managements Discussion and Analysis or Plan of Operation |  | Page 10 | 
|Item 3.  Controls and Procedures                                   |  | Page 15 | 
|Part II - OTHER INFORMATION                                        | 
|Item 1.  Legal Proceedings                                         |  | Page 17 | 
|Item 6.  Exhibits                                                  |  | Page 17 | 
|Signatures                                                         |  | Page 20 | 

---

COGNIGEN
NETWORKS, INC.

Part I -
Financial Information

Item 1.
Financial Statements

Consolidated
Balance Sheets

|                                                                           | March 31,2005 | June 30,2004  
|-------------------------------------------------------------------------- | ------------- | --------------
|
|Assets                                                                     |               |               
|Current assets                                                             |              
|Cash                                                                       |               | $      115,242
|Accounts receivable, net                                                   |               | 437,256       
|Commissions receivable, net                                                |               | 1,123,340     
|Inventory                                                                  |               | 12,535        
|Other current assets                                                       |               | 46,846        
|                                                                           |               |               
|Total current assets                                                       |               | 1,735,219     
|                                                                           |               |               
|Non-current assets                                                         |              
|Property, plant and equipment, net                                         |               | 19,582        
|Deposits and other assets                                                  |               | 22,220        
|                                                                           |               |               
|Total non-current assets                                                   |               | 41,802        
|                                                                           |               |               
|Total assets                                                               |               | $   1,777,021 
|                                                                           |               |               
|                                                                           |               |               
|Liabilities and Stockholders Deficit                                      |              
|Current liabilities                                                        |              
|Accounts payable                                                           |               | $      619,718
|Accrued liabilities                                                        |               | 229,614       
|Commissions payable                                                        |               | 937,567       
|Current portion of deferred commissions                                    |               | 366,142       
|Receivables financing arrangement                                          |               | 183,750       
|Other current liabilities                                                  |               | --            
|                                                                           |               |               
|Total current liabilities                                                  |               | 2,336,791     
|Deferred commissions less current portion                                  |               | --            
|Other long-term liabilities                                                |               | 442           
|                                                                           |               |               
|Total liabilities                                                          |               | 2,337,233     
|                                                                           |               |               
|Stockholders deficit                                                      |              
|Preferred stock no par value, 20,000,000 shares authorized, 500,000 shares |              
|issued and outstanding, $1.00 per share liquidation preference             |               | 450,000       
|Common stock $.001 par value, 300,000,000 shares authorized; 8,753,972     |              
|issued and outstanding as of  March 31, 2005 and June 30, 2004             |               | 8,754         
|Additional paid-in capital                                                 |               | 11,954,331    
|Accumulated deficit                                                        |               | (12,973,297   
|                                                                           |               |               
|Total stockholders deficit                                                |               | (560,212      
|                                                                           |               |               
|Total liabilities and stockholders deficit                                |               | $   1,777,021 
|                                                                           |               |               
|                                                                           |               |               

See notes to
unaudited consolidated financial statements.

-2-

---

COGNIGEN
NETWORKS, INC.Unaudited Consolidated Statements of Operations

|                                         | Three Months EndedMarch 31, | Nine Months EndedMarch 31, |   |               
|---------------------------------------- | --------------------------- | -------------------------- | - | --------------
|
|
|Revenue                                  |                             |                            |   |               
|Marketing commissions                    |                             | $ 1,596,618                |   | $ 1,220,450   
|Telecommunications                       |                             | 1,413,552                  |   | 1,449,344     
|Other                                    |                             | --                         |   | 12,398        
|                                         |                             |                            |   |               
|Total revenue                            |                             | 3,010,170                  |   | 2,682,192     
|                                         |                             |                            |   |               
|Operating expenses                       |                            
|Commissions:                             |                            
|Marketing                                |                             | 913,676                    |   | 571,292       
|Telecommunications                       |                             | 191,812                    |   | 162,409       
|Telecommunications                       |                             | 755,561                    |   | 774,688       
|Selling, general and administrative      |                             | 784,201                    |   | 4,144,625     
|Depreciation and amortization            |                             | 3,934                      |   | 6,554         
|                                         |                             |                            |   |               
|Total operating expenses                 |                             | 2,649,184                  |   | 5,659,568     
|                                         |                             |                            |   |               
|Income from operations                   |                             | 360,986                    |   | (2,977,376    
|Interest expense                         |                             | (14,679                    | ) | (11,991       
|                                         |                             |                            |   |               
|Income before income taxes               |                             | 346,307                    |   | (2,989,367    
|Income taxes                             |                             | --                         |   | --            
|                                         |                             |                            |   |               
|Net income                               |                             | 346,307                    |   | (2,989,367    
|Preferred dividends                      |                             | (10,000                    | ) | (10,000       
|                                         |                             |                            |   |               
|Net income attributable to               |                            
|common shareholders                      |                             | $    336,307               |   | $(2,999,367   
|                                         |                             |                            |   |               
|                                         |                             |                            |   |               
|Income per common share-                 |                            
|basic and diluted                        |                             | $           .04            |   | $         (.33
|                                         |                             |                            |   |               
|                                         |                             |                            |   |               
|Weighted average number of common shares |                            
|outstanding:                             |                            
|Basic                                    |                             | 8,753,972                  |   | 9,026,499     
|                                         |                             |                            |   |               
|                                         |                             |                            |   |               
|Diluted                                  |                             | 8,857,049                  |   | 9,026,499     
|                                         |                             |                            |   |               
|                                         |                             |                            |   |               

See notes to
unaudited consolidated financial statements.

-3-

---

COGNIGEN
NETWORKS, INC.Unaudited Consolidated Statements of Cash Flows

|                                                                      | Nine Months EndedMarch 31, |             
|--------------------------------------------------------------------- | -------------------------- | ------------
|
|
|Cash flows from operating activities                                  |                            |             
|Net income                                                            |                            | $    811,589
|                                                                      |                            |             
|Adjustments to reconcile net income to net cash provided by operating |                           
|activities:                                                           |                           
|Depreciation and amortization                                         |                            | 12,249      
|Bad debt expense                                                      |                            | 113,376     
|Loss provision for CST and Funding Agreement                          |                            | --          
|Changes in assets and liabilities:                                    |                           
|Accounts receivable                                                   |                            | (69,540     
|Commissions receivable, net                                           |                            | (350,172    
|Inventory                                                             |                            | 3,008       
|Deposits and other assets                                             |                            | 5,364       
|Accounts payable                                                      |                            | (50,698     
|Commissions payable                                                   |                            | 125,838     
|Accrued liabilities                                                   |                            | (214,484    
|Other current liabilities                                             |                            | (1,638      
|Other                                                                 |                            | 273         
|                                                                      |                            |             
|                                                                      |                            | (426,424    
|                                                                      |                            |             
|Net cash provided by operations                                       |                            | 385,165     
|                                                                      |                            |             
|Cash flows from investing activities                                  |                           
|Capital expenditures                                                  |                            | (14,984     
|Increase in investments to Intandem                                   |                            | --          
|Decrease in deposits and other assets                                 |                            | 38,204      
|                                                                      |                            |             
|Net cash provided by (used in) investing activities                   |                            | 23,220      
|                                                                      |                            |             
|Cash flows from financing activities                                  |                           
|Payments on deferred commissions                                      |                            | (382,404    
|Decrease in receivables financing arrangement                         |                            | (124,350    
|Proceeds from financing arrangement                                   |                            | --          
|Payment on notes payable                                              |                            | --          
|                                                                      |                            |             
|Net cash used in financing activities                                 |                            | (506,754    
|                                                                      |                            |             
|Net decrease in cash and cash equivalents                             |                            | (98,369     
|Cash and cash equivalents-beginning of period                         |                            | 213,611     
|                                                                      |                            |             
|Cash and cash equivalents-end of period                               |                            | $    115,242
|                                                                      |                            |             
|                                                                      |                            |             

Supplemental
Disclosures of Cash Flow Information and Non-Cash Transactions

Cash
payments for interest expense during the nine months ended March 31, 2005 and
2004 were $40,465 and $34,201, respectively.

See notes to
unaudited consolidated financial statements.

-4-

---

COGNIGEN
NETWORKS, INC.Notes to Unaudited Consolidated Financial StatementsMarch 31, 2005

Note 1
 Description of Business

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

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

Note 2
 Summary of Significant Accounting Policies

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

In the
opinion of management, all adjustments, consisting only of normal recurring
adjustments, have been made to (a) the unaudited consolidated statements of
operations for the three and nine months ended March 31, 2005 and 2004,
respectively, (b) the unaudited consolidated balance sheet as of March 31, 2005
and (c) the unaudited consolidated statements of cash flows for the nine months
ended March 31, 2005 and 2004, respectively, in order to make the financial
statements not misleading.

The
Company has not recorded a provision for income taxes for the three and nine
months ended March 31, 2005 and 2004. The Company has net operating loss
carryforwards to offset taxable income in these periods.

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

-5-

---

COGNIGEN
NETWORKS, INC.Notes to Unaudited Consolidated Financial StatementsMarch 31, 2005

Note 2
 Summary of Significant Accounting Policies (continued)

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

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

On
November 21, 2001, the Company entered into a Stock Redemption Agreement with a
stockholder, in which the stockholder agreed to sell to the Company 2,712,501
shares of the Companys common stock, at approximately $.77 per share,
which approximated market value, in exchange for potential future commissions of
$2,088,622 on certain customers, as defined in the agreement. The shares were
purchased in December 2001. Deferred commissions payable are being paid out
based upon commissions earned as defined in the agreement. The agreement does
not guarantee that commissions will be earned. As of March 31, 2005, the
remaining balance of deferred commissions payable was $366,142. The Company has
classified the entire balance as current based on historical commissions. After
the $366,142 of deferred commissions has been earned and paid to the
stockholder, commissions will continue to be paid to the stockholder and
recorded as marketing commissions expense in the statement of operations. Had
the payments of $134,256 and $382,404 for the three and nine months ended March
31, 2005, respectively, been recorded as marketing commissions expense instead
of a reduction of deferred commissions payable on the balance sheet, marketing
commissions expense would have been higher by $134,256 and $382,404. The Company
does not anticipate recording these payments as marketing commissions expense
until sometime in the year ending June 30, 2006 See Note 10 for additional
information.

-6-

---

COGNIGEN
NETWORKS, INC.Notes to Unaudited Consolidated Financial StatementsMarch 31, 2005

The
following presents statement of operations data and proforma data. The proforma
data reflect certain statement of operations accounts for the three and nine
months ended March 31, 2005 that reflect the increase in commissions expense had
the payments to the stockholder, described in the preceding paragraph, during
these periods been accounted for as commissions expense rather than a reduction
to deferred commissions payable.

|                                            | Pro Forma | Actual         | Pro Forma | Actual        
|------------------------------------------- | --------- | -------------- | --------- | --------------
|
|Total revenue                               |           | $3,010,170     |           | $3,010,170    
|                                            |           |                |           |               
|Operating expenses:                         |          
|Marketing commissions                       |           | 1,239,744      |           | 1,105,488     
|Telecommunications                          |           | 755,561        |           | 755,561       
|Selling, general and administrative         |           | 784,201        |           | 784,201       
|Depreciation and amortization               |           | 3,934          |           | 3,934         
|                                            |           |                |           |               
|Total operating expenses                    |           | 2,783,440      |           | 2,649,184     
|                                            |           |                |           |               
|Income from operations                      |           | $   226,730    |           | $   360,986   
|                                            |           |                |           |               
|                                            |           |                |           |               
|Net income attributable to common           |          
|shareholders                                |           | $   202,051    |           | $   336,307   
|                                            |           |                |           |               
|                                            |           |                |           |               
|Income per common share - basic and diluted |          
|                                            |           | $          .02 |           | $          .04
|                                            |           |                |           |               
|                                            |           |                |           |               

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

-7-

---

COGNIGEN
NETWORKS, INC.Notes to Unaudited Consolidated Financial StatementsMarch 31, 2005

Note 3
Note Receivable

As of
March 31, 2005, the Company has a note receivable outstanding with a net book
value of zero from American Communications, LLC (formerly known as American
Internet Communications, LLC) in accordance with a $300,000 Promissory Note and
Agreement due in October 2004, originally recorded on the balance sheet at
$77,500. This note bears interest at 12% payable annually, is secured by the
personal guaranty of the principals of American Communications, and was due
October 4, 2004. The Company agreed to payment on the note of $100,000 plus
$2,000 in attorneys fees as full satisfaction of the note, if paid by July
2004. All but $20,000 was paid by the due date which put the agreement in
default and the $80,000 received was applied to interest on the original note.
Subsequently, $21,000 was received and applied to interest outstanding. The
remaining balance of approximately $300,000 remains due and in default. The
Company has filed a lawsuit against American Communications and the two
guarantors of the note to attempt to collect the remaining balance due.

Note 4
 Acquisition of Intandem

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

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

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

-8-

---

COGNIGEN
NETWORKS, INC.Notes to Unaudited Consolidated Financial StatementsMarch 31, 2005

Note 5
Receivables Financing Arrangement

The
balance of receivables financing arrangement as of March 31, 2005 is $183,750.
This represents the amount of commissions receivable that have been sold under
an Accounts Receivable Purchase Agreement (Receivables Purchase Agreement) with
a bank. The Receivables Purchase Agreement provides for up to $1,250,000 in
commissions receivable to be used as collateral for advances under the
Receivables Purchase Agreement, of which 75% of the commissions receivable
balances are available in cash advances to the Company. Interest charges are
1.3% per month on the commissions receivable balances used as collateral.

Note 6
Stockholders Deficit

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

Dividends
on the Preferred Stock are cumulative at the rate of 8% per annum of the
liquidation value, $1.00 per share, are payable in cash, when and if declared by
the Board of Directors, and are preferential to any other junior securities, as
defined. The Company has not accrued for dividends on the balance sheet for the
Preferred Stock as the Board of Directors has not declared dividends. However,
the accrued dividends have been included in the earnings per share calculations
as reflected on the statements of operations. As of March 31, 2005, total
undeclared cumulative dividends that would have been payable if declared was
$98,222.

Note 7
 Stock Options and Warrants

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

During
the nine months ended March 31, 2004, the Company granted 10,000 and zero
options, respectively, to employees to purchase shares of common stock of the
Company. The prior year options that were granted vested 5,000 immediately and
5,000 in one year, were exercisable at market value and expired five years from
the date of grant. During the nine months ended March 31, 2005, there were no
options granted.

As of
March 31, 2005, the number of stock options outstanding under the Plan was
475,000.

As of
March 31, 2005, the number of stock options outstanding not under any plan was
25,000. 1,000,000 options exercisable at $3.68 per share expired in August 2004.

-9-

---

COGNIGEN
NETWORKS, INC.Notes to Unaudited Consolidated Financial StatementsMarch 31, 2005

Note 7
 Stock Options and Warrants (continued)

As of
March 31, 2005, there were 1,050,000 warrants outstanding that were exercisable
into shares of common stock of the Company. In October 2004, 150,000 warrants
that were exercisable at $.50 per share expired unexercised.

Note 8
 Stock for Stock Exchange Agreement

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

Note 9
 Commitments and Contingencies

On
April 19, 2005, the Company entered into a Services Agreement with Vcommerce
Corporation pursuant to which Vcommerce has agreed to provide the Company with
the back office for an online retail store which the Company plans to offer to
customers through its sales agent force. Pursuant to the Services Agreement,
Cognigen paid Vcommerce $20,000 upon the signing and will pay $5,000 per month
over the first 12 months of the Services Agreement. In addition, the Company is
to pay Vcommerce a fee of $4,000 per month for monthly hosting services and
other fees as agreed upon by the Company.

The
Services Agreement is in effect for 36 months with automatic renewals unless
terminated by either party. The Company has the right to terminate the Services
Agreement after the first 12 months of the term by paying Vcommerce $24,000 and
giving Vcommerce six months notice of termination during which period Vcommerce
would provide no services to the Company.

On
April 7, 2005, David L. Jackson, one of the Companys directors and a
member of our Compensation Committee, filed a complaint with the California
Department of Fair Employment and Housing (No. E200405M1559-00-ap) alleging that
he was terminated by our Board of Directors because of medical cancer
condition and disparate treatment because of age, insurance costs, salary,
accrued vacation, sick pay, severance pay, deferred compensation claims during
the time that he was recovering from cancer surgery. It is the
Companys position that Mr. Jackson was terminated due to the failure by
him to perform the tasks assigned to him and that were a part of his employment
status. Although the Company intends to defend the claim, because of the costs
involved, the Company may consider a settlement with Mr. Jackson. Mr. Jackson
did not specify in his complaint the amount of his alleged losses.

-10-

---

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

Overview

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

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

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

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

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

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

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

-10-

---

Note 10
 Related Party Information

On
November 21, 2001, the Company entered into a Stock Redemption Agreement with
the Anderson Family Trust (AFT), a substantial stockholder of the Company,
whereby AFT sold 2,712,501 shares of the Companys common stock to the
Company in exchange for the transfer by the Company to the AFT of the original
Cognigen Agency and all of its downline agents. As a result of this transaction,
AFT received the contingent right to receive all of its direct sales commissions
and generational downline commission overrides. During the first twelve months
of the ownership by the AFT of the former Cognigen Agency, now renamed Cantara
Agency (Cantara), the AFT agreed to a capping of the commissions payable to it,
thereafter commencing January 2003, AFT/Cantara Agency has received the full
direct and generational override commissions it is entitled to earn pursuant to
the existing and current Company commission structure applicable for all agents.
Payment of commissions to the AFT/Cantara Agency is totally contingent upon the
generation of sales by it and its downline agents and payment for the products
and services sold by the Companys customers and vendors. The sales are
generated either directly by employees of the Cantara Agency and/or its downline
sub-agents. The Cantara Agency has contracted with Kevin E. Anderson Consulting,
Inc. (KEAC), a corporation owned by Kevin E, Anderson, founder of Cognigen
Communications and a beneficiary of the AFT, to manage the Cantara Agency for a
set monthly fee. The AFT owns approximately 13% of the Companys common
stock. Currently, the monthly commission payment to the AFT/Cantara Agency is
approximately 11% of the total commissions paid monthly to all of the
Companys agents. The Companys agents, who contribute to the
generational downline commissions earned by the Cantara Agency, are themselves
paid approximately 70% of all the commissions paid monthly by the Company.

On
February 28, 2005, the Company entered into an agreement with SEGAL & Co
Incorporated (S&Co), which is controlled by Robert B. Segal, a current
director of the Company. Under the agreement, S&Co is to act as a
non-exclusive financial advisor to the Company. If S&Co is successful in
raising funds on terms acceptable to the Company, S&Co will receive a
financing fee of 4% of the first $5,000,000, 2% of the subsequent $10,000,000
and 1% thereafter. If S&Co is able to find a merger or acquisition
acceptable to the Company, S&Co will receive 2.5% of the value of the
transaction. The agreement is for 12 months unless extended on a month to month
basis thereafter. The agreement also provides for reimbursement of preapproved
expenses up to $2,000 per month.

Robert
B. Sega,l who currently serves as a member of the Board of Directors of the
Company, resigned as Chairman and Member of the Audit Committee on May 12, 2005.

-11-

---

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

Overview

We are
an Internet and relationship enabled marketer of primarily long distance
telephone and personal communications services. We earn revenue in two ways.
First, we earn commissions revenue from a number of outside vendors whom we
represent on our sales agent web sites and sell their products and services via
contractual agreements. Second, we earn telecommunications revenue through sales
of our own proprietary products and services through our sales agent web sites.
In addition to earning commissions on the sale of the services and products of
outside vendors, we sell our own proprietary branded products and services.
Because we record the total revenue for these customers, not just a commission
on the revenue of outside vendors products and services, we generate
approximately five to seven times as much revenue on an equivalent customer
usage. Our profit margins on our own proprietary products and services are
currently somewhat less compared to the profit margins we recognize from selling
products and services of our outside vendors. However, our overall net income
can potentially be higher because there is five to seven times as much revenue.

We had
net income of $346,307 and $811,589 for the three and nine months ended March
31, 2005. This net income in large part was derived from our actions taken
during the past year to reduce costs and to diversify our product line. We are
undertaking other initiatives aimed at providing our agents with more attractive
and competitive product offerings and expanding our vendor relationships.

Three Months
Ended March 31, 2005 Compared to Three Months Ended March 31, 2004

Total
revenue for the three months ended March 31, 2005 was $3,010,170 compared to
$2,682,192 for 2004. Marketing commissions revenue was $1,596,618 for 2005
compared to $1,220,450 for the prior year. Telecommunications revenue was
$1,413,552 for 2005 as compared to $1,449,344 for the prior year.

Marketing
commissions revenue for 2005 increased $376,168 from that of 2004, or 31%. This
increase reflects initiatives we have taken to increase marketing commissions
revenue. We have entered into agreements to market additional and new products
that were and remain very consumer desirable. We have also added new master
agents to our sales force, as well as emphasized customer service reducing our
response time to customer inquiries and order verification. Marketing additional
and new products, adding master agents and better customer service have helped
increase marketing commissions revenue.

-12-

---

Telecommunications
revenue decreased $35,792 for 2005 compared to 2004, or 3%. This decrease
results from a decrease from the sale of our former subsidiary Cognigen
Switching Technologies, Inc. (CST) and a decrease in our proprietary customer
base. As part of the sale, CST maintained approximately $70,000 in monthly
telecommunications revenue, approximately 50% from a conferencing product it
switches through its facilities based switch and another 50% from a customer
base which receives no new customers but is primarily a billing service based
customer.

Marketing
commissions expense increased from $571,292 for 2004 to $913,676 for 2005, an
increase of $342,384, or 60%. This increase correlates to an increase in
marketing commissions revenue explained above. The higher percentage increase in
marketing commissions expense compared to the increase in marketing commissions
revenue results from a difference in product mix between the periods and the
payment of higher commission expense to certain master sales agents who have
been added to our sales agent force in the last six months to increase volume
and sell certain products and services.

Telecommunications
commissions expense increased from $162,409 for 2004 to $191,812 for 2005, an
increase of $29,403 or 18%. This increase is a result of a change in the mix of
telecommunications products and services resulting from the transfer of some
services to CST noted above. In addition, commissions expense being paid to
Intandem sales agents is higher currently than in the prior year, due to the mix
of products and services being sold by these sales agents.

Had
the payments to a shareholder described in Note 2 to the Consolidated Financial
Statements been recorded as marketing commissions expense instead of a reduction
of deferred commissions payable on the balance sheet, marketing commissions
expense would have been higher by $134,256, therefore reducing net income by
this same amount. We do not anticipate recording these payments as marketing
commissions expense until sometime in the year ending June 30, 2006.

Telecommunications
expense, or carrier costs, decreased from $774,688 for 2004 to $755,561 for
2005, or a decrease of $19,127, or 3%. This decrease correlates to the decrease
in telecommunications revenue described above. The margins on our
telecommunications revenue decreased compared to the prior period reflective of
higher carrier costs and a highly competitive market for long distance customers
being driven by long distance rates. A change in product mix also contributed to
the increase.

Our
operating profit margin, defined as revenue less commissions expenses and
telecommunications expenses or carrier costs, has decreased compared to the
prior period by 10% for marketing commission revenue and 2% for
telecommunications revenue. These decreases result from mix changes in both our
commission revenue and our telecommunications revenue to higher commission
products and services, from higher carrier costs on telecommunications revenue
and increased commissions expense to master agents.

Selling,
general and administrative expenses decreased $3,360,424 for 2004 compared to
2003. This decrease is primarily attributed to $2,996,732 in loss provisions
recorded in the prior year and decreases in expenses due to the sale of CST.

The
decrease in depreciation and amortization of $2,620 results from the sale of CST
previously explained.

Interest
expense for 2005 of $14,679 is consistent with that for 2004 of $11,991.

-13-

---

Nine Months
Ended March 31, 2005 Compared to Nine Months Ended March 31, 2004

Total
revenue for the nine months ended March 31, 2005 was $8,674,882 compared to
$8,122,954 for 2004. Marketing commissions revenue was $4,211,874 for 2005
compared to $3,843,420 for the prior year. Telecommunications revenue was
$4,463,008 for 2004 as compared to $4,283,876 for the prior year.

Marketing
commissions revenue for 2005 increased $368,454, or 10%, compared to that of
2004. We have entered into agreements to market additional and new products that
were and remain very consumer desirable. We have also added new master agents to
our sales force, as well as emphasized customer service reducing our response
time to customer inquiries and order verification. Marketing additional and new
products, adding master agents and better customer service have helped increase
marketing commissions revenue.

Telecommunications
revenue increased $179,132 for 2005 compared to 2004, or 4%. This increase
resulted from an increase in telecommunications revenue from new proprietary
products and services being sold, offset by the transfer of some revenue to CST
in the sale of CST. Our average proprietary customer base during the 2005 when
compared to the prior year was higher. This was partially offset by the transfer
of some products and their customers resulting from our sale of CST effective
February 1, 2004. As part of the sale, CST maintained approximately $70,000 in
monthly telecommunications revenue, approximately 50% from a conferencing
product it switches through its facilities based switch and another 50% from a
customer base which receives no new customers but is primarily a billing service
based customer.

Marketing
commissions expense increased from $1,862,959 for 2004 to $2,251,924 for 2005,
an increase of $388,965, or 21%. This increase follows the increase in marketing
commissions revenue explained above. The higher percentage increase in marketing
commissions expense compared to the increase in marketing commissions revenue
results from a difference in product mix between the periods and the payment of
higher commission expense to certain master sales agents who have been added to
our sales agent force in the last six months to increase volume and sell certain
products and services.

Telecommunications
commissions expense increased from $515,110 for 2004 to $645,787 for 2005, an
increase of $130,677 or 25%. This increase is a result of an increase in the mix
to higher telecommunications services resulting from the transfer of some
services to CST noted above. In addition, commissions expense being paid to
Intandem sales agents is higher currently than in the prior year, due to the mix
of products and services being sold by these sales agents.

Had
the payments to a shareholder described in Note 2 to the Consolidated Financial
Statements been recorded as marketing commissions expense instead of a reduction
of deferred commissions payable on the balance sheet, marketing commissions
expense would have been higher by $382,404, therefore reducing net income by
this same amount. We do not anticipate recording these payments as marketing
commissions expense until sometime in the year ending June 30, 2006.

Our
operating profit margin, defined as revenue less commissions expenses and
telecommunications expenses or carrier costs, has decreased compared to the
prior period by 5% for marketing commission revenue and 4% for
telecommunications revenue. These decreases result from mix changes in both our
commission revenue and our telecommunications revenue to higher commission
products and services, from higher carrier costs on telecommunications revenue
and increased commissions expense to master sales agents.

-14-

---

Telecommunications
expense or carrier costs increased from $2,275,371 for 2004 to $2,446,940 for
2005 or an increase of $171,569, or 8%. This increase correlates to the increase
in telecommunications revenue described above. The margins on our
telecommunications revenue decreased compared to the prior period reflective of
higher carrier costs and a highly competitive market for long distance customers
being driven by long distance rates. A change in product mix also contributed to
the increase.

Selling,
general and administrative expenses decreased $3,863,314 for 2005 compared to
2004, or 61%. This decrease is primarily attributed to $2,996,732 in loss
provisions recorded in the prior year, decreases in expenses due to the sale of
CST and lower legal expenses.

The
decrease in depreciation and amortization of $39,106 results from the sale of
CST previously explained.

Interest
expense was $40,465 for 2005.

Liquidity
and Capital Resources

We
have historically funded our operations primarily from sales of securities and
operations. As of March 31, 2005 we had cash and cash equivalents of $115,242
and negative working capital of $601,572. Cash provided by operations during the
nine months ended March 31, 2005 was $385,165. Cash used in financing activities
of $506,754 included the payment of deferred commissions of $382,404 and a
decrease in the receivables financing arrangement of $124,350.

We
have a balance outstanding under a receivables financing arrangement as of March
31, 2005 of $183,750. This represents the amount of marketing commissions
receivable that have been sold under an Accounts Receivable Purchase Agreement
(Receivables Purchase Agreement) with a bank. The Receivables Purchase Agreement
provides for up to $1,250,000 in marketing commissions receivable to be used as
collateral for advances under the Receivables Purchase Agreement of which 75% of
the marketing commissions receivable balances are available in cash advances to
us. Interest charges are 1.3% per month on the marketing commissions receivable
balances used as collateral. After one year, the Receivables Purchase Agreement
is from year to year unless terminated in writing by either party. We are in
compliance with the terms and conditions of the Receivables Purchase Agreement.

On
April 19, 2005, we entered into a Services Agreement with Vcommerce Corporation
pursuant to which Vcommerce has agreed to provide us with the back office for an
online retail store which we plan to offer to customers through our sales agent
force. Pursuant to the Services Agreement, we paid Vcommerce $20,000 upon the
signing and will pay $5,000 per month over the first 12 months of the Services
Agreement. In addition, we will pay Vcommerce a fee of $4,000 per month for
monthly hosting services and other fees as agreed upon by us. The Services
Agreement is in effect for 36 months with automatic renewals unless terminated
by either party. We have the right to terminate the Services Agreement after the
first 12 months of the term by paying Vcommerce $24,000 and giving Vcommerce six
months notice of termination during which period Vcommerce would provide no
services to us.

-15-

---

Cash
flows generated from operations and from our receivables financing arrangement
were sufficient to meet our working capital requirements for the nine months
ended March 31, 2005, but may not be sufficient to meet our working capital
requirements for the foreseeable future or provide for expansion opportunities.
Currently, we are slowly reducing our average balances outstanding under our
receivables financing arrangement. We have reduced costs and expenses by
reducing personnel, reducing or eliminating unwarranted expenses and have sold
CST, our former subsidiary, which all combined have increased our cash flows in
excess of $50,000 per month from certain levels for the nine months ended March
31, 2005. We are looking at various financing and equity opportunities to
provide additional working capital or for expansion opportunities and continue
to identify costs and expenses that can be reduced or eliminated. There can be
no assurance we will be able to secure additional debt or equity financing, that
we will be able to reduce or eliminate more costs and expenses or that cash
flows from operations will produce adequate cash flow to enable us to meet all
of our future obligations or to be able to expand. However, we believe that we
will be successful in producing sufficient cash flows from all collective
sources to continue for at least the next twelve months.

Forward
Looking Statements

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

Item  3.
Controls and Procedures

(a)
Evaluation of disclosure controls and procedures.

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

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

-16-

---

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

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

(b)  
Changes in internal controls.

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

-17-

---

Part
II  Other Information

Item  1.
Legal Proceedings

Information
as to the lawsuit we filed against American communications, LLC, David Stone and
Harry Gorlovezsky is contained in our Quarterly Reports on Form 10QSB for the
quarters ended December 31, 2004 and September 30, 2004.

On
April 7, 2005, David L. Jackson, one of our directors and a member of our
Compensation Committee, filed a complaint with the California Department of Fair
Employment and Housing (No. E200405M1559-00-ap) alleging that he was terminated
by our Board of Directors because of medical cancer condition and
disparate treatment because of age, insurance costs, salary, accrued vacation,
sick pay, severance pay, deferred compensation claims during the time that
he was recovering from cancer surgery. It is our position that Mr.
Jackson was terminated due to the failure by him to perform the tasks assigned
to him and that were a part of his employment status. Although we intend to
defend the claim, because of the costs involved, we may consider a settlement
with Mr. Jackson. Mr. Jackson did not specify in his complaint the amount of his
alleged losses.

Item  6.
Exhibits

EXHIBIT NO.     
       DESCRIPTION AND METHOD OF FILING

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

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

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

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

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

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

-18-

---

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

|3.6 |  | Bylaws
as amended through May 12, 2005  (incorporated by reference to Exhibit 3 to our  Current
Report on Form 8-K filed on May 13, 2005).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

|10.7 |  | Stock
Redemption  Agreement  dated  November 30, 2001 between us, the Anderson  Family  Trust,
Cantara  Communications  Corporation,  Kevin E. Anderson  Consulting,  Inc. (without
Exhibits A  and B)  (incorporated  by reference to Exhibit 10.1 to our Current  Report on
Form 8-K filed on  December 20, 2001).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

-19-

---

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

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

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

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

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

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

|10.18 |  | Letter
Agreement with Segal & Co.  Incorporated  dated February 28, 2005  (incorporated  by
reference to Exhibit  10.1 to our Current Report on Form 8-K dated February 28, 2005).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

-20-

---

# SIGNATURES

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

COGNIGEN
NETWORKS, INC.

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

-21-

---

EXHIBIT INDEX

EXHIBIT NO.     
       DESCRIPTION AND METHOD OF FILING

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

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

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

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

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

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

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

|3.6 |  | Bylaws
as amended through May 12, 2005  (incorporated by reference to Exhibit 3 to our  Current
Report on Form 8-K filed on May 13, 2005).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------

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

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

-22-

---

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

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

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

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

|10.7 |  | Stock
Redemption  Agreement  dated  November 30, 2001 between us, the Anderson  Family  Trust,
Cantara  Communications  Corporation,  Kevin E. Anderson  Consulting,  Inc. (without
Exhibits A  and B)  (incorporated  by reference to Exhibit 10.1 to our Current  Report on
Form 8-K filed on  December 20, 2001).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

-23-

---

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

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

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

|10.18 |  | Letter
Agreement with Segal & Co.  Incorporated  dated February 28, 2005  (incorporated  by
reference to Exhibit  10.1 to our Current Report on Form 8-K dated February 28, 2005).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

-24-

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