---

# UNITED
STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

# FORM
10-QSB

# (X)  
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OFTHE SECURITIES
EXCHANGE ACT OF 1934For
the quarterly period ended March 31, 2007

# OR

# (   )  
TRANSITION REPORT UNDER SECTION 13 OR 15(d)OF THE EXCHANGE ACT
For the transition period from _____________ to ___________

# Commission
File Number 0-11730

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

|Colorado                        |  | 84-1089377          | 
|------------------------------- |  | ------------------- | 
|(State or other jurisdiction of |  | (I.R.S. Employer    | 
|incorporation or organization)  |  | Identification No.) | 

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
[   ]

Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).  Yes  [   ]    No
[X]

# 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.

|Class                         | Outstanding atApril 30, 2007
|----------------------------- | ----------------------------
|Common Stock, $.001 par value |                             

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





---

# COGNIGEN
NETWORKS, INC.
Commission
File Number: 0-11730
Quarter
Ended March 31, 2007
FORM
10-QSB

|                                                                    | 
|------------------------------------------------------------------- | 
|Part I - FINANCIAL INFORMATION                                      | 
|Item 1. Consolidated Financial Statements                           | 
|Consolidated Balance Sheets                                         | 
|Unaudited Consolidated Statements of Operations                     | 
|Unaudited Consolidated Statements of Cash Flows                     | 
|Notes to Unaudited Consolidated Financial Statements                | 
|Item 2. Managements Discussion and Analysis or Plan of Operation   | 
|Item 3. Controls and Procedures                                     | 
|Part II - OTHER INFORMATION                                         | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 
|Item 6. Exhibits                                                    | 
|Signatures                                                          | 

1



---

COGNIGEN
NETWORKS, INC.
Part I  Financial Information

Item 1.
Financial Statements

# Consolidated
Balance Sheets

|                                                                           | March 31,2007 | June 30,2006     
|-------------------------------------------------------------------------- | ------------- | -----------------
|
|Assets                                                                     |               |                  
|Current assets                                                             |               |                  
|Cash                                                                       |               | $               
|Accounts receivable, net                                                   |               | 126,754          
|Marketing commissions receivable                                           |               | 987,375          
|Other current assets                                                       |               | 70,604           
|                                                                           |               |                  
|Total current assets                                                       |               | 1,184,733        
|                                                                           |               |                  
|                                                                           |               |                  
|Non-current assets                                                         |               |                  
|Property, plant and equipment, net                                         |               | 49,739           
|Deposits and other assets                                                  |               | 152,991          
|Intangibles                                                                |               | 137,163          
|                                                                           |               |                  
|Total non-current assets                                                   |               | 339,893          
|                                                                           |               |                  
|                                                                           |               |                  
|Total assets                                                               |               | $   1,524,626    
|                                                                           |               |                  
|                                                                           |               |                  
|Liabilities and Stockholders Deficit                                      |               |                  
|Current liabilities                                                        |               |                  
|Accounts payable                                                           |               | $      596,552   
|Accrued liabilities                                                        |               | 281,767          
|Marketing commissions payable                                              |               | 677,029          
|Receivables financing arrangement                                          |               | 484,958          
|Deferred compensation and fees                                             |               | 73,235           
|Note payable, current portion                                              |               | 72,914           
|Other current liabilities                                                  |               |                 
|                                                                           |               |                  
|Total current liabilities                                                  |               | 2,186,455        
|                                                                           |               |                  
|                                                                           |               |                  
|Note payable, less current portion                                         |               | 155,022          
|                                                                           |               |                  
|Other long-term liabilities                                                |               | 7,775            
|                                                                           |               |                  
|Total liabilities                                                          |               | 2,349,252        
|                                                                           |               |                  
|Commitments and contingencies                                              |               |                  
|                                                                           |               |                  
|Stockholders Deficit                                                      |               |                  
|Preferred stock no par value, 20,000,000 shares authorized, 500,000 shares |               |                  
|issued and outstanding, liquidation preference of $678,500                 |               | 450,000          
|Common stock $.001 par value, 300,000,000 shares authorized; 10,232,084    |               |                  
|issued and outstanding as of March 31, 2007 and 8,753,764 as of            |               |                  
|June 30, 2006                                                              |               | 10,233           
|Additional paid-in capital                                                 |               | 12,145,683       
|Accumulated deficit                                                        |               | (13,430,542      
|                                                                           |               |                  
|Total stockholders deficit                                                |               | (824,626         
|                                                                           |               |                  
|Total liabilities and stockholders deficit                                |               | $   1,524,626    
|                                                                           |               |                  

# See Notes to
Consolidated Financial Statements

2



---

COGNIGEN
NETWORKS, INC.Unaudited
Consolidated Statements of Operations

|                                         | Three Months EndedMarch 31, | Nine Months EndedMarch 31, |   |               
|---------------------------------------- | --------------------------- | -------------------------- | - | --------------
|
|
|Revenue                                  |                             |                            |   |               
|Marketing commissions                    |                             | $   1,418,168              |   | $ 1,591,259   
|Telecommunications                       |                             | 217,007                    |   | 906,563       
|Other                                    |                             |                           |   | 21,674        
|                                         |                             |                            |   |               
|Total revenue                            |                             | 1,635,175                  |   | 2,519,496     
|                                         |                             |                            |   |               
|                                         |                             |                            |   |               
|Operating expenses                       |                             |                            |   |               
|Commissions:                             |                             |                            |   |               
|Marketing                                |                             | 906,938                    |   | 1,144,777     
|Telecommunications                       |                             | 79,431                     |   | 129,611       
|Telecommunications                       |                             | 125,351                    |   | 628,334       
|Other                                    |                             |                           |   | 14,010        
|Selling, general and administrative      |                             | 589,697                    |   | 733,706       
|Depreciation and amortization            |                             | 4,062                      |   | 1,591         
|                                         |                             |                            |   |               
|Total operating expenses                 |                             | 1,705,479                  |   | 2,652,029     
|                                         |                             |                            |   |               
|                                         |                             |                            |   |               
|Loss from operations                     |                             | (70,304                    | ) | (132,533      
|                                         |                             |                            |   |               
|Gain on sale of assets                   |                             | (34,617                    | ) |              
|Interest expense                         |                             | (40,423                    | ) | (17,122       
|                                         |                             |                            |   |               
|                                         |                             |                            |   |               
|Loss before income taxes                 |                             | (145,344                   | ) | (149,655      
|                                         |                             |                            |   |               
|Income taxes                             |                             |                           |   |              
|                                         |                             |                            |   |               
|Net loss                                 |                             | (145,344                   | ) | (149,655      
|                                         |                             |                            |   |               
|Preferred dividends                      |                             | (10,000                    | ) | (10,000       
|                                         |                             |                            |   |               
|                                         |                             |                            |   |               
|Loss attributable to                     |                             |                            |   |               
|common shareholders                      |                             | $    (155,344              | ) | $  (159,655   
|                                         |                             |                            |   |               
|                                         |                             |                            |   |               
|Loss per common share-                   |                             |                            |   |               
|basic and diluted                        |                             | $           (.02           | ) | $         (.02
|                                         |                             |                            |   |               
|                                         |                             |                            |   |               
|Weighted average number of common shares |                             |                            |   |               
|outstanding:                             |                             |                            |   |               
|Basic and Diluted                        |                             | 10,173,751                 |   | 8,753,972     
|                                         |                             |                            |   |               
|                                         |                             |                            |   |               

# See Notes to
Consolidated Financial Statements

3



---

COGNIGEN
NETWORKS, INC.Unaudited
Consolidated Statements of Cash Flows

|                                                                | Nine Months EndedMarch 31, |           
|--------------------------------------------------------------- | -------------------------- | ----------
|
|
|Cash flows from operating activities                            |                            |           
|Net loss                                                        |                            | $(167,309 
|                                                                |                            |           
|Adjustments to reconcile net loss to net cash used in operating |                            |           
|activities:                                                     |                            |           
|Depreciation and amortization                                   |                            | 7,143     
|Bad debt expense                                                |                            | 58,456    
|Issuance of stock, options and warrants                         |                            | 14,422    
|Changes in assets and liabilities:                              |                            |           
|Accounts receivable                                             |                            | 140,047   
|Commissions receivable, net                                     |                            | (48,966   
|Deposits and other assets                                       |                            | (13,869   
|Accounts payable                                                |                            | (18,433   
|Commissions payable                                             |                            | (120,876  
|Accrued liabilities                                             |                            | (135,147  
|Deferred compensation                                           |                            | 73,235    
|Other liabilities                                               |                            | 20,684    
|                                                                |                            |           
|                                                                |                            | (23,304   
|                                                                |                            |           
|Net cash used in operations                                     |                            | (190,613  
|                                                                |                            |           
|                                                                |                            |           
|Cash flows from investing activities                            |                            |           
|Capital expenditures                                            |                            | (50,106   
|Increase other assets                                           |                            | (11,425   
|                                                                |                            |           
|Net cash used in investing activities                           |                            | (61,531   
|                                                                |                            |           
|                                                                |                            |           
|Cash flows from financing activities                            |                            |           
|Payments on deferred commissions                                |                            |          
|Proceeds from note payable                                      |                            | 250,000   
|Principal payments on note payable                              |                            | (22,064   
|Increase in receivables financing arrangement                   |                            | 24,208    
|                                                                |                            |           
|Net cash provided by financing activities                       |                            | 252,144   
|                                                                |                            |           
|                                                                |                            |           
|Net decrease in cash and cash equivalents                       |                            |          
|                                                                |                            |           
|Cash and cash equivalents-beginning of period                   |                            |          
|                                                                |                            |           
|                                                                |                            |           
|Cash and cash equivalents-end of period                         |                            | $        
|                                                                |                            |           
|                                                                |                            |           

# See Notes to
Consolidated Financial Statements

4



---

Supplemental
Disclosures of Cash Flow Information and Non-Cash Transactions

Cash
payments for interest expense during the nine months ended March 31, 2007 and
2006 were $98,397 and $37,377, respectively.

During
the nine months ended March 31, 2007, the Company issued 1,246,028 common shares
valued at $137,163 for the acquisition of 100% of CBSi. See Note 4.

During
the nine months ended March 31, 2007, the Company issued 169,792 common shares
valued at $30,000 to cancel any further obligations to the BayHill Group. See
Note 4.

During
the nine months ended March 31, 2007, the Company issued 62,500 common shares
valued at $5,000 to a consultant as compensation for services rendered.

# See Notes to
Consolidated Financial Statements

5



---

# COGNIGEN
NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

Note
1  Description of Business

Cognigen
Networks, Inc. (the Company) was incorporated in May 1983 in the State of
Colorado. The Company is an Internet and relationship enabled marketer. The core
products that have been sold have been long distance telephone and personal
communications services. Revenue has been generated in two ways. First,
marketing commissions revenue has been generated from a number of vendors who
are represented on the Companys agent web sites and for whom the Company
sells their products and services via contractual agreements. Second,
telecommunications revenue has been generated through sales of the
Companys proprietary products and services through the Companys
agent web sites.

In
late July 2005, the Company formed LowestCostMall.com (LCM) an
online shopping website that offered thousands of products, ranging from
personal electronics, office products, and household items to toys, flowers and
jewelry, at discounted prices. LCM was offered by the agents through the same
methods they used to sell the Companys telecommunications and personal
technology services, with Vcommerce Corporation, an independent organization,
serving as the back office and provisioning all of the orders and direct
shipments from the manufacturer to the purchaser. However, because
LowestCostMall.com did not perform in accordance with expectations, by written
notification in July 2006, the Company terminated its agreement with
Vcommerce, and closed down its LCM operations.

On
July 7, 2006, the Company incorporated Cognigen Business Systems, Inc.
(CBSi). Through CBSi the Company provides integrated broadband
voice, data, video, and management communication and control support services to
the quick service retail (QSR) industry through an integrated suite
of services known as Retail Technologies CO-Op (RTC). CBSi was
formed by entry into an agreement with Anza Borrego Partners, Inc.
(ABP) pursuant to which the Company agreed to purchase two shares of
CBSi for $50,000 and ABP agreed to purchase two shares of CBSi in exchange for
contributing to CBSi all of ABPs assets (including intellectual property)
used, developed, or to be used in connection with its business plan for
providing RTC services to the QSR industry, including ABPs pilot
installations in various Subway restaurants located in San Diego County and
Oregon. The four shares of CBSi constitute all of the outstanding stock of CBSi.

In
connection with the formation of CBSi, the Company also obtained the option,
exercisable through September 7, 2006; to purchase ABPs two shares of CBSi
upon issuance to ABP of 1,246,028 shares of the Companys restricted common
stock. Pursuant to the terms of the option, the Company is also obligated to
deliver to ABP that number of shares of the Companys restricted common
stock as are equal to 5% of the pretax income of CBSi for the fiscal years
ending June 30, 2007, 2008 and 2009. Such common stock delivered to ABP will be
valued at the average market trading value of the common stock for the previous
20 trading days prior to the end of each fiscal year.

In
September 2006, the Company sent a letter to ABP in which the Company exercised
the option to purchase ABPs two shares of CBSi. The exercise was ratified
by the Companys Board of Directors on September 5, 2006. CBSi became a
wholly owned subsidiary of the Company in September 2006. CBSi offers its
bundled suite of integrated RTC broadband services to the approximately 21,000
Subway franchised restaurants located in the United States and to aggressively
pursue the over 1.5 million QSR industry establishments that, according to U.S.
Bureau of the Census data, comprise immediate market opportunities for
CBSis bundled RTC broadband services.

6



---

# COGNIGEN
NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

Note 2
 Summary of Significant Accounting Policies

The
accompanying consolidated financial statements include the accounts of Cognigen
Networks, Inc. and its subsidiaries, Intandem Communications Corp. (Intandem),
LCM and CBSi. 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 statement of
operations for the three and nine months ended March 31, 2007 and 2006,
respectively, (b) the unaudited consolidated balance sheet as of March 31, 2007
and (c) the unaudited consolidated statements of cash flows for the nine months
ended March 31, 2007 and 2006, 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, 2006, included in the
Companys Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission.

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

The
results for the three and nine months ended March 31, 2007 may not necessarily
be indicative of the results for the fiscal year ending June 30, 2007.

On
November 21, 2001, the Company entered into a Stock Redemption Agreement, as
amended, with the Anderson Family Trust (AFT), a substantial stockholder of the
Company, and Cantara Communications Corporation (Cantara) 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 Cantara of the original Cognigen Agency and
all of its downline agents. As a result of this transaction, Cantara 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 Cantara of the former Cognigen Agency, now renamed Cantara,
Cantara agreed to a capping of the commissions payable to it, thereafter
commencing January 2003, Cantara 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 Cantara was 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 Cantara and/or its downline sub-agents. Cantara contracted with
Kevin E. Anderson Consulting,
Inc. (KEAC), a corporation owned by Kevin E, Anderson, founder of Cognigen
Communications Corporation and a beneficiary of the AFT, to manage Cantara for a
set monthly fee. AFT owns approximately 11% of the Companys common stock.
Currently, the monthly commission payment to Cantara is approximately 10% of the
total commissions paid monthly to all of the Companys agents.

7



---

# COGNIGEN
NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

Note 2
 Summary of Significant Accounting Policies (continued)

The
following presents statement of operations data and proforma data. The proforma
data reflect certain comparative statement of operations accounts for the nine
months ended March 31 that reflect the increase in commissions expense for the
nine months ended March 31, 2006 had the payments to the stockholder, paid under
the Stock Redemption Agreement, during this period been accounted for as
commissions expense rather than a reduction to deferred commissions payable.
Thereafter, commission expense to Cantara was reflected in the statement of
operations.

|                                    | Pro FormaNine Months EndedMarch 31, 2007 | ActualNine Months EndedMarch 31, 2007 | Pro FormaNine Months EndedMarch 31, 2006 | ActualNine Months EndedMarch 31, 2006
|----------------------------------- | ---------------------------------------- | ------------------------------------- | ---------------------------------------- | -------------------------------------
|Total revenue                       |                                          | $ 5,756,581                           |                                          | $ 5,756,581                          
|                                    |                                          |                                       |                                          |                                      
|                                    |                                          |                                       |                                          |                                      
|Operating expenses:                 |                                          |                                       |                                          |                                      
|Marketing commissions               |                                          | 3,327,622                             |                                          | 3,327,622                            
|Telecommunications                  |                                          | 804,167                               |                                          | 804,167                              
|Other                               |                                          |                                      |                                          |                                     
|Selling, general and administrative |                                          | 1,888,841                             |                                          | 1,888,841                            
|Depreciation and amortization       |                                          | 7,143                                 |                                          | 7,143                                
|                                    |                                          |                                       |                                          |                                      
|Total operating expenses            |                                          | 6,027,773                             |                                          | 6,027,773                            
|                                    |                                          |                                       |                                          |                                      
|                                    |                                          |                                       |                                          |                                      
|Loss from operations                |                                          | $  (271,192                           | )                                        | $  (271,192                          
|                                    |                                          |                                       |                                          |                                      
|                                    |                                          |                                       |                                          |                                      

Note
3 Financing Arrangements

Accounts
Receivable Financing Arrangement

The
balance of receivables financing arrangement as of March 31, 2007 is $484,958.
This represents the amount of marketing commissions receivables that have been
pledged under an Accounts Receivable Purchase Agreement (Receivables Purchase
Agreement) with Silicon Valley Bank. The Receivables Purchase Agreement provides
for up to $1,250,000 in marketing commissions receivable to be used as
collateral for advances under the Receivables Purchase Agreement of which 75% of
the marketing commissions receivable balances are available in cash advances to
the Company. Interest charges are 1.3% per month on the marketing commissions
receivable balances used as collateral. The bank was given a Security Agreement
in the assets of the Company including any of the Companys copyrights,
trademarks, patents and mask works, as a condition to the Receivables Purchase
Agreement. The Receivables Purchase Agreement, after an agreed upon extension,
expired on March 26, 2007. The Company and Silicon Valley Bank have agreed to a
similar financing arrangement through March of 2008 except that the advance rate
is increased to 80% and the interest rate has increased to 1.5% per month. The
Company paid $5,000 for the last extension and new agreement to Silicon Valley
Bank, which amount is being amortized into interest expense.

8



---

# COGNIGEN
NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

Term
Loan

On
October 10, 2006, the Company entered into an agreement with VenCore Solutions,
LLC (VenCore) to borrow $250,000 in a term loan to be repaid
principal and interest of $9,000 monthly including interest at 16.7%. The loan
is fully amortizable over 36 months. As part of the agreement, the Company
issued to VenCore 75,000 warrants to purchase 75,000 shares of restricted common
stock of the Company valued at $5,093. The warrants were granted at $.12 per
share and are exercisable for up to seven years from date of grant. The Company
also gave VenCore a lien behind Silicon Valley Bank and Global Crossing on all
assets of the Company until the loan is fully paid. Commitment and documentation
fees of $5,500 were paid to VenCore. These fees are being amortized over three
years as an adjustment to interest expense.

Note
4 Stockholders Deficit

Preferred
Stock

As of
March 31, 2007, the Company has authorized 20,000,000 shares of preferred stock.
The Company has designated 500,000 shares as 8% Convertible Series A.

On
October 17, 2002 the Company issued 500,000 shares of 8% Convertible Series A
Preferred Stock (Preferred Stock) to Stanford Venture Capital Holdings, Inc. for
$500,000. Each share of the 8% Convertible Series A Preferred Stock is
convertible, at the option of the holder, into one share of the Companys
common stock for a period of five years. After five years the Preferred Stock is
automatically converted to common stock. The Preferred Stock does not have
voting rights and has a liquidation preference of $1.00 per share. In
conjunction with the issuance of the Preferred Stock, the Company paid $30,000
in cash and issued 64,516 shares of the Companys common stock valued at
$20,000 to unaffiliated third-parties as a finders fee.

Dividends
on the Preferred Stock are cumulative at the rate of 8% per annum of the
liquidation value, $1.00 per share, are payable in cash, when and if declared by
the Board of Directors, and are preferential to any other junior securities, as
defined. The Board has not declared any such dividends. Because of the
cumulative nature of these dividends, if all dividends were to be declared the
balance owing would be $178,500 as of March 31, 2007.

CBSi

In
connection with the formation of CBSi, the Company also obtained the option,
exercisable through September 7, 2006, to purchase ABPs two shares of CBSi
upon issuance to ABP of 1,246,028 shares of the Companys restricted common
stock. Pursuant to the terms of the option, the Company is also obligated to
deliver to ABP that number of shares of the Companys restricted common
stock as are equal to 5% of the pretax income of CBSi for the fiscal years
ending June 30, 2007, 2008 and 2009. Such common stock delivered to ABP will be
valued at the average market trading value of the common stock for the previous
20 trading days prior to the end of each fiscal year. In September 2006, the
Company sent a letter to ABP in which the Company exercised the option to
purchase ABPs two shares of CBSi. The exercise was ratified by the
Companys Board of Directors on September 5, 2006. CBSi became a wholly
owned subsidiary of the Company in September 2006. See Note 1.

BayHill
Agreement

By
mutual agreement in May 2006, BayHill and the Company agreed to terminate the
agreement. In September 2006, BayHill and the Company agreed to issue to BayHill
169,792 restricted common shares of Cognigen valued at $30,000 based on outstanding
warrants and payables outstanding in return for canceling any further
financial obligations Cognigen had to BayHill under the original agreement and
canceling outstanding warrants given to BayHill. These restricted common shares
will have piggyback rights and a one time demand right to register if the
Company is able to bring in $5,000,000 in equity or new funding. See Note 5.

9



---

# COGNIGEN
NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

Consultant
Services

In
March 2007 the Company issued 62,500 commons shares to a consultant as
compensation for services rendered. These services were valued at $5,000 based
on the closing trading price of the Companys stock on the date the Board
authorized the issuance.

Note
5  Stock Options and Warrants

BayHill
Agreement

On
November 22, 2005, the Company and the BayHill Group LC (BayHill) entered into
an agreement whereby BayHill agreed to provide services to assist the Company in
developing business strategies and other corporate matters, including assisting
the Company in its strategic planning activities, raising capital, finding
companies for the Company to acquire, assisting the Company in its investor
relations activities and serving in various interim management capacities as
requested. The term of the agreement was for six months. Cognigen gave BayHill a
notice of termination of this contract which ended May 21, 2006.

For
providing services pursuant to the agreement, the Company paid BayHill $10,000
per month for six months commencing November 22, 2005. Of the $10,000, one half
was accrued until the Company received cumulative equity funding in amounts
greater than $1,000,000 or acquired another business or businesses which have at
least $1,000,000 in cash.

The
Company agreed to grant BayHill warrants to purchase 437,500 shares of common
stock at an exercise price of $.23 per share. The warrants were to vest
according to a schedule if the Company met certain parameters. The Company had
agreed to grant BayHill certain piggyback and demand registration rights.

By
mutual agreement in May 2006, BayHill and the Company agreed to terminate the
agreement. In September 2006, BayHill and the Company agreed to issue to BayHill
169,792 restricted common shares of Cognigen in return for canceling any further
financial obligations Cognigen had to BayHill under the original agreement and
canceling outstanding warrants given to BayHill. These restricted common shares
will have piggyback rights and a one time demand right to register if the
Company is able to bring in $5,000,000 in equity or new funding.

Stock
Option Plan

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.

10



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# COGNIGEN
NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

In
September 2006, the Company granted an officer of the Company who became the
vice president of sales and marketing, options to purchase 210,000 shares of
common stock of the Company. These options vested over three years, were
exercisable at the then market value and were to expire in five years from the
date of grant. This officer is no longer with the Company and these stock
options expired unexercised.

As of
March 31, 2007, the number of stock options outstanding under the Plan was
487,000.

As of
March 31, 2007, the number of stock options outstanding not under any plan was
305,000.

As of
March 31, 2007, there were 625,000 warrants outstanding that were exercisable
into shares of common stock of the Company.

Note 6
 Commitments and Contingencies

LowestCostMall

On
April 19, 2005, the Company entered into a Services Agreement with Vcommerce
Corporation pursuant to which Vcommerce agreed to provide the Company with the
back office for an online retail store, which the Company began offering to
customers in July 2005 through its sales agent force and subsidiary, LCM.
Pursuant to the Services Agreement, Cognigen paid Vcommerce $55,000 and has
accrued $25,000 on its balance sheet. In addition, the Company was to pay
Vcommerce a fee of $4,000 per month for monthly hosting services and other fees
as agreed upon by the Company. LCM did not perform in accordance with
expectations, thus by written notification in July 2006, the Company terminated
its agreement with Vcommerce, and has closed down LCM operations.

Amounts
accounted for in accounts payable or accrued liabilities payable to Vcommerce in
accordance with the Services Agreement approximate $112,000 as of March 31,
2007. Vcommerce filed a lawsuit against the Company in superior court of the
State of Arizona to recover these amounts plus attorneys fees. Management
does not dispute the amounts and because of the Companys financial
inability to pay the amounts due to Vcommerce has tried working with Vcommerce
on a payment plan. Vcommerce refuses to negotiate with the Company at this time.
Management intends to continue to try and work with Vcommerce on a payment plan
that would be acceptable to both parties.

Other
Contingencies

The
Company has recorded in its balance sheets as of March 31, 2007 amounts due to
the State of Washington resulting from past taxes, fees, and interest of
approximately $130,000. The Company is paying these amounts at $5,000 per month
until fully paid. The State of Washington has filed a tax lien on the assets of
the Company as a result of these amounts outstanding.

The
Company has granted a security interest to Global Crossing Bandwidth, Inc.
(Global Crossing) in the assets of the Company to the extent the assets relate
to services provided by Global Crossing and to the extent any amounts remain
outstanding to Global Crossing. This security interest is second to an existing
security interest by Silicon Valley Bank described in Note 3.

11



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# COGNIGEN
NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

CBSi
is in discussions with one of its vendors over the validity of an existing
contract between the Vendor and CBSi. If valid, the contract would obligate CBSi
to monthly payments of approximately $9,500 beginning with September 2006 for
the term of one year. The discussions surround the authority of the person
signing the contract and other facts that in the opinion of management would
suggest that there is no valid contract. CBSi has not accrued anything for this
contract in its statement of operations for the nine months ended March 31, 2007
because it does not consider the contract a valid contract.

Note 7
 Related Party Information (continued)

Stock
Redemption Agreement between the Company, the Anderson Family Trust, Cantara
Communications Corporation, and Kevin E. Anderson Consulting, Inc.

On
December 7, 2001, the Company closed a transaction in which it purchased, or
redeemed, 2,712,500 shares of the Companys common stock from the Anderson
Family Trust. The Anderson Family Trust delivered shares from those owned by
Cognigen Corporation, a company 98.9 % owned by AFT, to satisfy its obligation
pursuant to the transaction. Kevin E. Anderson and members of his family are the
beneficiaries of AFT. Kevin E. Anderson may be deemed to beneficially own the
shares of the common stock owned by AFT.

As
consideration for the return of the 2,712,500 shares to us, among other
consideration, the Company transferred to Cantara, an affiliate of Kevin E.
Anderson, the rights to become the up-line for our current accounts and thereby
be entitled to commissions, fees and bonuses on our current customer accounts,
with a commission not to exceed 12%, which commissions were agreed to be capped
by Cantara through December 31, 2002. The amount of commissions, fees and
bonuses that Cantara is entitled to is totally contingent upon the generation of
sales by it and its down line agents and payment for the products and services
sold by our customers and vendors. The sales are generated either directly by
Cantara and/or its down-line sub-agents. For the nine months ended March 31,
2007 and 2006, the Company paid Cantara $316,038 and $393,362 in commissions,
respectively. In addition, as a part of the transaction, the Companys
agreement with Kevin E. Anderson Consulting, Inc., pursuant to which the Company
paid Kevin E. Anderson Consulting, Inc. consulting fees of $14,583 per month,
was cancelled and Kevin E. Anderson was retained through March 31, 2003 at the
rate of $1,000 per month to provide up to 20 hours telecommuting consulting
services to the Company per month.

In
March 2003 the Company entered into a separate consulting agreement with Kevin
E. Anderson Consulting, Inc. to provide expanded consulting and
technical/administrative services. In November 2006 the Company hired Kevin E.
Anderson to perform agent relations work also. For the nine months ended March
31, 2007 and 2006, the Company paid Kevin E. Anderson Consulting, Inc. $55,500
and $40,500, respectively, pursuant to these consulting agreements. $15,000 of
the $55,500 represents payment for agent relations services for all six months
of the term for which the Company has asked Kevin E. Anderson to perform these
services.

For
the nine months ended March 31, 2007 and 2006, Cognigen also paid members of
Kevin E. Andersons family approximately $37,000 and $43,000 in agent
commissions, respectively.

12



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On
December 9, 2005, the Company entered into an agreement, as amended, with AFT
and Cantara (the Cantara Purchase Agreement). Under the Cantara Purchase
Agreement, the Company has paid the AFT a total of $150,000 as of December 31,
2006. Under the Stock Purchase Agreement, the Stock Redemption Agreement was to
terminate if the Company pays AFT a total of $1,500,000 by March 15, 2011
pursuant to a schedule set forth in the Cantara Purchase Agreement, as amended.
AFT continued to receive 100% of the amount due to the Cantara Agency until
December 29, 2006, at which time the Company will began receiving 10% of
commission due. Thereafter, the percentage that the AFT received was to reduce
as the Company made additional payments. The Company had the right to prepay any
unpaid amounts due at any time and stop all payments to the AFT under the Stock
Redemption Agreement. Given cash flow considerations, in January 2007 the
Company decided to terminate payments under the Cantara Purchase Agreement. The
Company owns 10% of the commission payment to the AFT, however, it no longer has
a right to purchase the remaining 90% at this time. The $150,000 has been
disclosed as a deposit on the balance sheet and is being amortized to commission
expense in accordance with the 10% ownership of the commission payments to
Cantara.

Consulting
Arrangements with Combined Telecommunications Consultancy, Ltd. and Commission
Payments to Telkiosk, Inc.

The
Company previously had an agreement with Combined Telecommunications
Consultancy, Ltd. (CTC), of which slightly less than 35% is owned by Peter
Tilyou, pursuant to which CTC received a percentage of a transaction if CTC
introduced a transaction to the Company and was paid a consulting fee of $150
per hour for providing consulting services to the Company. Although this
agreement was not formally renewed, it is the Companys intentions to pay
CTC under the same structure for any services rendered to the Company. In
conjunction with the term loan described in Note 5, the Company gave CTC $14,000
under terms of the agreement for assistance in the sales of the mention assets.

Payments
to Former Chief Executive Officer

Thomas
S. Smith resigned as the Companys Chief Executive Officer in September
2005. After Mr. Smith resigned, the Company had an oral agreement with Thomas S.
Smith pursuant to which the Company retained Mr. Smith or any law firm with
which he became associated with to provide certain legal services to the Company
on a monthly retainer of $12,500 per month. The agreement was terminable upon 60
days by written notice by either party which notice was given by the Company to
Mr. Smith on December 22, 2005. After this date, the Company continued to use
law firms with which Mr. Smith was associated for legal services which amounted
to approximately $80,000 for the nine months ended March 31, 2007.

Note
8  Sale of Proprietary Telecommunications Accounts

On
October 13, 2006, the Company agreed to sell and closed the sale of its interest
in the majority of its telecommunications one plus accounts for which it records
telecommunications revenue through sales of proprietary products and services.
The sales price offered to the Company and agreed to by the Board of Directors
was 1.5 multiplied by monthly revenue of the accounts from the third full
monthly billing cycle. The Company received $202,280, net of $14,000 paid in
commissions. $25,000 of this was held until six months after regulatory approval
to address potential tax and other miscellaneous liabilities. The sales price
was determined reasonable by management based on other similar proposals
received for the same assets and based on industry trends. The sales price was
originally calculated when the agreement was reached but adjusted by $34,617
upon final closing. The proceeds are being used as working capital for the
Company and towards operational start up activities in its subsidiary CBSi Had
these assets been sold as of July 1, 2006 revenues for the nine months ended
March 31, 2007 would have been lower by approximately $800,000. The loss from
operations would have been approximately the same.

13



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

1.     Overview

We
are an Internet and relationship enabled marketer. The core products that we
have sold have been long distance telephone and personal communications
services. We have generated revenue in two ways. First, marketing commissions
revenue has been generated from a number of vendors who are represented on our
agent web sites and for whom we sell their telecommunications and other products
and services via contractual agreements. Second, we have generated
telecommunications revenue through sales of our proprietary products and
services through our agent web sites. Our founder, Kevin E. Anderson, pioneered
our Internet based long distance telecommunication marketing opportunity in the
1990s. We have invested millions of dollars in developing business systems
for our independent agent network around the world. To date, over 860,000
customers have purchased telecommunication and personal technology services and
products from our websites. Each of the individuals, who are currently
registered as our agents, has a website that is replicated from the main
www.ld.net site.

In
late July 2005, the Company formed LowestCostMall.com (LCM) an
online shopping website that offered thousands of products, ranging from
personal electronics, office products, and household items to toys, flowers and
jewelry, at discounted prices. LCM was offered by the agents through the same
methods they used to sell the Companys telecommunications and personal
technology services, with Vcommerce Corporation, an independent organization,
serving as the back office and provisioning all of the orders and direct
shipments from the manufacturer to the purchaser. However, because
LowestCostMall.com did not perform in accordance with expectations, by written
notification in July 2006, the Company terminated its agreement with
Vcommerce and has closed down LCM operations.

On
July 7, 2006, the Company incorporated Cognigen Business Systems, Inc.
(CBSi). Through CBSi the Company provides integrated broadband
voice, data, video, and management communication and control support services to
the quick service retail (QSR) industry through an integrated suite
of services known as Retail Technologies CO-Op (RTC). CBSi offers
its bundled suite of integrated RTC broadband services to the approximately
21,000 Subway franchised restaurants located in the United States and to
aggressively pursue the over 1.5 million QSR industry establishments that,
according to U.S. Bureau of the Census data, comprise immediate market
opportunities for CBSis bundled RTC broadband services.

We
continue to make a strategic transition in our business profile and delivery of
telecommunications products and services. We began our business as an agent,
representing and selling the telecommunications services and products of outside
vendors primarily to residential users, and then moved to selling multiple
branded products and services whereby the customer and account are owned by us.
We refer to these later products and services as our proprietary products and
services. The most significant impact of this strategic transition is that by
billing our owned customer accounts, we generate approximately five to seven
times as much revenue compared to commission revenue we receive from vendors.
Although we have agreed to sell the majority of our existing primarily
residential oriented proprietary telecommunications accounts, it is our
intentions that this will be more than replaced by our sales within CBSi of
higher margined accounts such as broadband services for which we will record top
line revenue.

14



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Through
the acquisition of multiple state licenses, billing capability, and new
distribution channels, we can grow revenue, maintain closer contact to our
customers, and control bottom line retention and contribution to a greater
degree including that which we do in CBSi with our broadband services.

We
incurred $271,192 in losses from operations for the nine months ended March 31,
2007. During this period of time we incurred approximately $430,000 of startup
expenses in relation to our new subsidiary CBSi. To date, CBSi has billed
approximately $40,000 in revenues on installations of its higher margined
broadband services. These installations approximate 40 and equal approximately
$7,000 in recurring monthly revenue.

See
additional discussion of liquidity and capital resources below.

Three Months
Ended March 31, 2007 Compared to Three Months Ended March 31, 2006

Total
revenue for the three months ended March 31, 2007 was $1,635,175 compared to
$2,519,496 for 2006. Marketing commissions revenue was $1,418,168 for 2007
compared to $1,591,259 for the prior year. Telecommunications revenue was
$217,007 for 2007 as compared to $906,563 for 2006.

Marketing
commissions revenue for 2007 decreased by $173,091 or 11%. This decrease
reflects increases in sales of cellular products which partially offset
decreases in sales of long distance products.

Telecommunications
revenue decreased $689,556 for 2007 compared to 2006, or 76%. This decrease
represents the sale of most of the telecommunications one plus accounts in
October 2006.

Marketing
commissions expense decreased from $1,144,777 for 2006 to $906,938 for 2007, a
decrease of $237,839, or 21%. The decrease is consistent with the decrease
described above in marketing commissions revenue.

Telecommunications
commissions expense decreased from $129,611 for 2006 to $79,431 for 2007, a
decrease of $50,180, or 39%. This decrease is consistent with the decrease
described above in telecommunications revenue.

Telecommunications
expense, or carrier costs, decreased from $628,334 for 2006 to $125,351 for
2007, or a decrease of $502,983, or 80%. This decrease correlates to the
decrease in telecommunications revenue described above.

Selling,
general and administrative expenses decreased $144,009 or 20% for 2007 compared
to 2006. This decrease is largely attributable to lower bad debt expense on the
sales of our proprietary products and general expenses reductions in several
other areas as we try and contain expenses offset by increases attributable to
startup expenses for CBSi.

The
loss on sale of assets of $34,617 relates to an adjustment of the sale price of
the sale of the telecommunications one plus accounts or most of our proprietary
products. The total proceeds from the sale were $202,280, net of $14,000 for a
finders fee that was paid.

Interest
expense for 2007 was $40,423 compared to $17,122 for 2006. The increase relates
to higher average debt levels than in the prior period.

15



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Nine Months
Ended March 31, 2007 Compared to Nine Months Ended March 31, 2006

Total
revenue for the nine months ended March 31, 2007 was $5,756,581 compared to
$7,855,396 for 2006. Marketing commissions revenue was $4,423,688 for 2007
compared to $4,835,934 for the prior year. Telecommunications revenue was
$1,332,893 for 2007 as compared to $2,961,657 for 2006.

Marketing
commissions revenue for 2007 decreased by $412,246 from that of 2006, or 8%.
This decrease reflects increases in sales of cellular products more than offset
by decreases in sales of long distance products.

Telecommunications
revenue decreased $1,628,764 for 2007 compared to 2006, or 55%. This decrease
represents the sale of most of the telecommunications one plus accounts in
October 2006.

Marketing
commissions expense decreased from $3,242,358 for 2006 to $3,098,385 for 2007, a
decrease of $143,973, or 4%. When you factor in the treatment of commission
payments to Cantara in the prior year the decrease in marketing commissions
expense is consistent with the decrease in marketing commissions revenue. During
the nine months ended March 31, 2007, all payments made to Cantara are marketing
commissions. During the nine months ended March 31, 2006, approximately $120,000
of payments made to Cantara were reflected as a reduction of the amounts owed to
Cantara as a result of the Stock Redemption Agreement entered into in November
2001 (see Note 2 to the Consolidated Financial Statements). Accordingly, we
reported a loss from operations for the nine months ended March 31, 2006 of
$156,856. If we had accounted for all payments to Cantara in this prior period
in a manner similar to the current year, we would have reported a net loss for
that period of approximately $276,856. This change in accounting did not effect
our cash flows since we have been paying approximately $120,000 to $150,000 of
marketing commissions each quarter to Cantara related to this obligation. See
proforma information in Note 2 to the Consolidated Financial Statements.

Telecommunications
commissions expense decreased from $432,501 for 2006 to $229,237 for 2007, a
decrease of $203,264, or 47%. This decrease is consistent with the decrease
described above in telecommunications revenue.

Telecommunications
expense, or carrier costs, decreased from $1,913,954 for 2006 to $804,167 for
2007, or a decrease of $1,109,787, or 58%. This decrease correlates to the
decrease in telecommunications revenue described above.

Selling,
general and administrative expenses decreased $486,014 or 20% for 2007 compared
to 2006. This decrease is largely attributable to lower bad debt expense on the
sales of our proprietary products and general expense reductions in several
other areas as we try and contain expenses offset by startup expenses for CBSi.
Startup expenses classified as selling, general and administrative expenses for
CBSi approximated $440,000 for the nine months ended March 31, 2007.

The
gain on sale of assets of $202,280 relates to the sale price of the sale of the
telecommunications one plus accounts or most of our proprietary products. The
proceeds from the sale were net of $14,000 for a finders fee that was
paid.

Interest
expense for 2007 of $98,397 compared to $37,377 for 2006. The increase relates
to higher average debt levels than in the prior period.

16



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Liquidity
and Capital Resources

We
have historically funded our operations primarily from sales of securities,
loans and operations. As of March 31, 2007, we effectively had no cash and cash
equivalents as everything had been applied to the receivables financing
arrangement. Negative working capital was $1,001,722. Cash used in operations
during the nine months ended March 31, 2007 was $190,613. Cash provided by
financing activities of $252,144 related to proceeds from a note payable and
proceeds under our receivables financing arrangement.

We
have a balance outstanding under a receivables financing arrangement with
Silicon Valley Bank as of March 31, 2007 of $484,958. This represents the amount
of marketing commissions receivables that have been pledged 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. The Receivables Purchase Agreement, after an agreed upon extension,
expired on March 26, 2007. The Company and Silicon Valley Bank have agreed to a
similar financing arrangement through March of 2008 except that the advance rate
is increased to 80% and the interest rate has increased to 1.5% per month.

On
October 10, 2006, the Company entered into an agreement with Ven Core Solutions,
LLC (Ven Core) to borrow $250,000 in a term loan to be repaid
monthly as principal and interest at approximately 16.7% interest rate. The loan
is fully amortizable over 36 months. As part of the agreement, the Company
issued to Ven Core 75,000 warrants to purchase 75,000 shares of restricted
common stock of the Company. The warrants were granted at $.12 per share and are
exercisable for up to seven years from date of grant. The Company also gave Ven
Core a lien behind Silicon Valley Bank and Global Crossing on all assets of the
Company, to the extent of the loan balance outstanding until the loan is fully
paid. Commitment and documentation fees of $5,500 were paid to Ven Core.

On
October 13, 2006, the Company agreed to sell and sold its interest in the
majority of its telecommunications one plus accounts for which it records
telecommunications revenue through sales of proprietary products and services.
The sales price offered to the Company and agreed to by the Board of Directors
was 1.5 multiplied by monthly revenue of the accounts from the third full
monthly billing cycle. The Company received $202,280, net of $14,000 paid in
commissions. $25,000 of this was held until six months after regulatory approval
to address potential tax and other miscellaneous liabilities. The sales price
was determined reasonable by management based on other similar proposals
received for the same assets and based on industry trends. The proceeds are
intended to be used as working capital for the Company and towards operational
start up activities in its subsidiary CBSi.

Cash
flows generated from operations, our term loan and from our receivables
financing arrangement were sufficient to meet our working capital requirements
for the nine months ended March 31, 2007, but may not be sufficient to meet our
working capital requirements for the foreseeable future or provide for expansion
opportunities. We incurred $271,192 in losses from operations largely
attributable to startup expenses related to CBSis operations.

As
previously mentioned, we have acquired CBSi and we anticipate that this new
business venture will generate profit from operations in 2008. In October 2006
we closed on a new financing that, as discussed in Note 3 to the consolidated
financial statements, generated $250,000 for us. We are in negotiations to
replace our current financing agreements related to debt financing in an
opportunity that will reduce our cost of borrowing. In addition, we are in
discussions with interested parties to bring in equity that will also help
reduce our cost of borrowing and allow us to pursue opportunities with CSBi. On
October 13, 2006, we closed on a transaction where, as discussed in Note 8 to
the consolidated financial statements, we sold certain of our telecommunication
accounts for a net gain of $202,280.

17



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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 or remain certified as a reseller in all jurisdictions in which we
apply or are currently certified, 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
Acting Chief Executive Officer and our Chief Financial Officer, we have
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) at the end of the period covered by this report. Based
upon that evaluation, our Acting Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures are effective.

In
preparing prior audits, 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.

In
addition, our Chief Financial Officer oversees our accounting and general
internal control process. As we have a very limited staff, we can not 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.

Our
certifying officer does not believe that the potential control deficiencies
constitute material weaknesses because of the number of compensating internal
controls already in place. However, we are a small company and due to the fact
that we have a limited number of employees, we are not able to have proper
segregation of duties. Thus, we may be deemed to have material weaknesses in our
internal control structure because of the lack of segregation of duties.

(b)    
Changes in internal controls.

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

18



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Part
II  Other Information

Item 2.    
Unregistered Sales of Equity Securities and Use of Proceeds

In
connection with the formation of CBSi, we obtained the option, exercisable
through September 7, 2006, to purchase Anza Borrego Partnerss
(APB) two shares of CBSi upon issuance to ABP of 1,246,028 shares of
our restricted common stock. Pursuant to the terms of the option, we are also
obligated to deliver to ABP that number of shares of our restricted common stock
as are equal to 5% of the pretax income of CBSi for the fiscal years ending June
30, 2007, 2008 and 2009. Such common stock delivered to ABP will be valued at
the average market trading value of the common stock for the previous 20 trading
days prior to the end of each fiscal year. In September 2006, we sent a letter
to ABP in which we exercised the option to purchase ABPs two shares of
CBSi. The exercise was ratified by our Board of Directors on September 5, 2006.
CBSi became our wholly owned subsidiary in September 2006.

By
mutual agreement in May 2006, BayHill and the Company agreed to terminate an
agreement they had among them. In September 2006, BayHill and the Company agreed
to issue to BayHill 169,792 restricted common shares of Cognigen in return for
canceling any further financial obligations Cognigen had to BayHill under the
agreement and canceling outstanding warrants given to BayHill. These restricted
common shares have piggyback rights and a one time demand right to register if
the Company is able to bring in $5,000,000 in equity or new funding.

In
March 2007 the Company issued 62,500 commons shares to a consultant as
compensation for services rendered. These services were valued at $5,000 based
on the closing trading price of the Companys stock on the date the Board
authorized the issuance.

On
October 10, 2006, we entered into an agreement with VenCore Solutions, LLC
(VenCore) to borrow $250,000 in a term loan to be repaid principal
and interest of $9,000 monthly including interest at 16.7%. As part of the
agreement, we issued to VenCore 75,000 warrants to purchase 75,000 shares of our
restricted common stock. We granted the warrants to be exercisable at $.12 per
share for up to seven years from date of grant.

We did
not engage the services of an underwriter in connection with our agreements to
issue these common shares or warrants.

In
agreeing to issue these shares and warrants we relied on the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended. Anza Borrego, BayHill, the consultant and VenCore had full information
concerning us and took the shares or warrants for purposes of other than
distribution unless the shares or underlying shares are registered under the
Securities Act of 1933. The shares or warrant certificate contained a legend
restricting their transfer unless registered under the Securities Act of 1933,
as amended, or unless there is an exemption available for their transfer.

19



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Item
6.  Exhibits

EXHIBIT
NO.            DESCRIPTION AND METHOD OF FILING

|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  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 17, 2005,  (incorporated  by reference to Exhibit 3.2 to  our
Current Report on Form 8-K filed on May 19, 2005).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------

|10.2 |  | 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).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 |  | 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).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 |  | 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).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.5 |  | 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 on Form 10-KSB for the year ended  June 30, 2002).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20



---

EXHIBIT
NO.            DESCRIPTION AND METHOD OF FILING

|10.6 |  | Consultancy
Engagement Agreement dated September 9, 2002, by and  between us and Combined
Telecommunications Consultancy, Ltd and letter dated  September 9, 2003 extending the
Consulting Engagement Agreement (incorporated by  reference to Exhibit 10.11 to our
amended Annual Report Form 10-KSB/A for the year  ended June 30, 2003.)
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7 |  | Modified
Supplemental Consulting Engagement letter dated March 4,  2003 between us and Kevin
Anderson (incorporated by reference to our amended Annual  Report on Form 10-KSB/A for
the year ended June 30, 2003).
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.8 |  | 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).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.9 |  | 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 fiscal year  ended June 30, 2004).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.10 |  | 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 fiscal year ended June 30, 2004).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.11 |  | Accounts
Receivable Purchase Modification Agreement dated November  24, 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).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.12 |  | 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 filed on  March 1, 2005).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.13 |  | An
Agreement Granting a First Right of Refusal to Purchase  Enterprise Assets (incorporated
by reference to our Current Report on Form 8-K filed  on June 23, 2005).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.14 |  | Agreement
dated November 22, 2005, between the BayHill Group LLC  and us (incorporated by reference
to Exhibit 10.1 to our Current Report on Form 8-K  filed on November 25, 2005).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.15 |  | Agreement
dated December 9, 2005, among us, the Andersen Family  Trust No. 1 and Cantara
Communications corporation (incorporated by reference to  reference to Exhibit 10.1 to
our Current Report on Form 8-K filed on December 15,  2005).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.16 |  | Email
dated April 21, 2006, terminating the BayHill Group LLC  Agreement dated November 22,
2005 (incorporated by reference to Exhibit 10.2 to our  Current Report on Form 8-K filed
on May 15, 2006).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.17 |  | Amendment
#1, dated March 14, 2006, to Agreement Dated December 9,  2005, among us, the Andersen
Family Trust No. 1 and Cantara Communications  Corporation (incorporated by reference to
Exhibit 10.1 to our Current Report on Form  8-K filed on May 15, 2006).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21



---

EXHIBIT
NO.            DESCRIPTION AND METHOD OF FILING

|10.18 |  | Amendment
#2, dated May 12,, 2006, to Agreement Dated December 9,  2005, among us, the Andersen
Family Trust No. 1 and Cantara Communications  Corporation (incorporated by reference to
Exhibit 10.3 to our Current Report on Form  8-K filed on May 15, 2006).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.19 |  | Common
Stock Purchase Agreement, dated July 7, 2006, among us, Anza  Borrego Partners, Inc., and
Cognigen Business Systems, Inc. (incorporated by  reference to Exhibit 10.1 to our
Current Report on Form 8-K filed on July 17, 2006).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.20 |  | Termination
Agreement, dated September 8, 2006, between us and  Custom Switching Technologies, Inc.
(incorporated by reference to Exhibit 10.1 to our  Current Report on Form 8-K filed on
September 11, 2006).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.21 |  | Settlement
Agreement and Mutual Release, dated September 8, 2006,  between us and Custom Switching
Technologies, Inc. (incorporated by reference to  Exhibit 10.2 to our Current Report on
Form 8-K filed on September 11, 2006).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.22 |  | Loan
and Security Agreement Number 1601, between us and Ven Core  Solutions, LLC, including
Warrant Purchase Agreements dated October 10, 2006,  (incorporated by reference to
Exhibit 10.22 to our Annual Report on Form 10QSB for  the year ended June 30, 2006 filed
on October 13, 2006).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.23 |  | Asset
Purchase Agreement dated October 13, 2006, between us and  Acceris Management and
Acquisition LLC, including Management Services Agreement,  (incorporated by reference to
Exhibit 10.22 to our Annual Report on Form 10QSB for  the year ended June 30, 2006 filed
on October 13, 2006).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.24. |  | Amendment
#3, dated October 13, 2006, to Agreement dated December 9, 2005  between us, the Anderson
Family Trust  No. 1 and Cantara Communications Corporation,  (incorporated by reference
to Exhibit 10.22 to our Annual Report on Form 10QSB for  the year ended June 30, 2006
filed on October 13, 2006).
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31 |  | Certification
of Chief Executive and Chief Financial Officer  required by Rule 13a-14(a).
|-- |  | -----------------------------------------------------------------------------------------

|32 |  | Certification
of Chief Executive and Chief Financial Officer  required by Section 906 of the
Sarbanes-Oxley Act of 2002.
|-- |  | ------------------------------------------------------------------------------------------------------------------------

22



---

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/ Gary L. Cook                                      | 
|Gary L. Cook                                               | 
|Acting Chief Executive Officer and Chief Financial Officer | 

23



---

# EXHIBIT
INDEX

EXHIBIT
NO.            DESCRIPTION AND METHOD OF FILING

|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  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 17, 2005,  (incorporated  by reference to Exhibit 3.2 to  our
Current Report on Form 8-K filed on May 19, 2005).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------

|10.2 |  | 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).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 |  | 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).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 |  | 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).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.5 |  | 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 on Form 10-KSB for the year ended  June 30, 2002).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.6 |  | Consultancy
Engagement Agreement dated September 9, 2002, by and  between us and Combined
Telecommunications Consultancy, Ltd and letter dated  September 9, 2003 extending the
Consulting Engagement Agreement (incorporated by  reference to Exhibit 10.11 to our
amended Annual Report Form 10-KSB/A for the year  ended June 30, 2003.)
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7 |  | Modified
Supplemental Consulting Engagement letter dated March 4,  2003 between us and Kevin
Anderson (incorporated by reference to our amended Annual  Report on Form 10-KSB/A for
the year ended June 30, 2003).
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.8 |  | 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).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24



---

EXHIBIT
NO.            DESCRIPTION AND METHOD OF FILING

|10.9 |  | 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 fiscal year  ended June 30, 2004).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.10 |  | 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 fiscal year ended June 30, 2004).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.11 |  | Accounts
Receivable Purchase Modification Agreement dated November  24, 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).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.12 |  | 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 filed on  March 1, 2005).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.13 |  | An
Agreement Granting a First Right of Refusal to Purchase  Enterprise Assets (incorporated
by reference to our Current Report on Form 8-K filed  on June 23, 2005).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.14 |  | Agreement
dated November 22, 2005, between the BayHill Group LLC  and us (incorporated by reference
to Exhibit 10.1 to our Current Report on Form 8-K  filed on November 25, 2005).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.15 |  | Agreement
dated December 9, 2005, among us, the Andersen Family  Trust No. 1 and Cantara
Communications corporation (incorporated by reference to  reference to Exhibit 10.1 to
our Current Report on Form 8-K filed on December 15,  2005).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.16 |  | Email
dated April 21, 2006, terminating the BayHill Group LLC  Agreement dated November 22,
2005 (incorporated by reference to Exhibit 10.2 to our  Current Report on Form 8-K filed
on May 15, 2006).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.17 |  | Amendment
#1, dated March 14, 2006, to Agreement Dated December 9,  2005, among us, the Andersen
Family Trust No. 1 and Cantara Communications  Corporation (incorporated by reference to
Exhibit 10.1 to our Current Report on Form  8-K filed on May 15, 2006).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.18 |  | Amendment
#2, dated May 12,, 2006, to Agreement Dated December 9,  2005, among us, the Andersen
Family Trust No. 1 and Cantara Communications  Corporation (incorporated by reference to
Exhibit 10.3 to our Current Report on Form  8-K filed on May 15, 2006).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.19 |  | Common
Stock Purchase Agreement, dated July 7, 2006, among us, Anza  Borrego Partners, Inc., and
Cognigen Business Systems, Inc. (incorporated by  reference to Exhibit 10.1 to our
Current Report on Form 8-K filed on July 17, 2006).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.20 |  | Termination
Agreement, dated September 8, 2006, between us and  Custom Switching Technologies, Inc.
(incorporated by reference to Exhibit 10.1 to our  Current Report on Form 8-K filed on
September 11, 2006).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

25



---

EXHIBIT
NO.            DESCRIPTION AND METHOD OF FILING

|10.21 |  | Settlement
Agreement and Mutual Release, dated September 8, 2006,  between us and Custom Switching
Technologies, Inc. (incorporated by reference to  Exhibit 10.2 to our Current Report on
Form 8-K filed on September 11, 2006).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.22 |  | Loan
and Security Agreement Number 1601, between us and Ven Core  Solutions, LLC, including
Warrant Purchase Agreements dated October 10, 2006,  (incorporated by reference to
Exhibit 10.22 to our Annual Report on Form 10QSB for  the year ended June 30, 2006 filed
on October 13, 2006).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.23 |  | Asset
Purchase Agreement dated October 13, 2006, between us and  Acceris Management and
Acquisition LLC, including Management Services Agreement,  (incorporated by reference to
Exhibit 10.22 to our Annual Report on Form 10QSB for  the year ended June 30, 2006 filed
on October 13, 2006).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.24. |  | Amendment
#3, dated October 13, 2006, to Agreement dated December 9, 2005  between us, the Anderson
Family Trust  No. 1 and Cantara Communications Corporation,  (incorporated by reference
to Exhibit 10.22 to our Annual Report on Form 10QSB for  the year ended June 30, 2006
filed on October 13, 2006).
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31 |  | Certification
of Chief Executive and Chief Financial Officer  required by Rule 13a-14(a).
|-- |  | -----------------------------------------------------------------------------------------

|32 |  | Certification
of Chief Executive and Chief Financial Officer  required by Section 906 of the
Sarbanes-Oxley Act of 2002.
|-- |  | ------------------------------------------------------------------------------------------------------------------------

26



---