UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-QSB/A

                (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999

                                       OR

                 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the transition period from ______ to ________
                                   ----------

                         Commission File Number 0-11730

                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

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

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

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

                                 (206) 297-6151
                           (Issuer's Telephone number)

                                       N/A

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

                                                         Yes    No
                                                             ---   ----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

                                                             Outstanding at
                    Class                                  September 30, 1999
           -------------------------                   -------------------------

Common Stock, .001 par value                                   32,500,000

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



<PAGE>


                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)




                         Commission File Number: 0-11730

                        Quarter Ended September 30, 1999

                                  FORM 10-QSB/A

Part I - FINANCIAL INFORMATION

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



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



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



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



Management's Discussion and Analysis or Plan of Operation................Page 10



Part II - OTHER INFORMATION.............................................Page 14



Signatures..............................................................Page 16







<PAGE>


                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Operations

                                                 Three Months Ended
                                                    September 30,
                                            ----------------------------
                                                1998            1999
                                            ------------    ------------

Revenue
   Prepaid cards and pins ...............   $       --      $    445,090
   Commissions ..........................           --           445,133
   Allowances ...........................           --            (5,379)
                                            ------------    ------------
     Total revenue ......................           --           884,844
                                            ------------    ------------

Operating expenses

   Prepaid cards and pins ...............           --           302,637
   Commissions ..........................           --           345,043
   Sales, general and administrative ....           --         6,472,289
                                            ------------    ------------
     Total operating expenses ...........           --         7,119,969
                                            ------------    ------------

Loss from operations ....................           --        (6,235,125)

Other income (expense)
   Interest expense .....................         16,953          35,550
                                            ------------    ------------

Loss before income taxes ................        (16,953)     (6,270,675)

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

Net loss ................................   $    (12,821)   $ (6,270,675)
                                            ============    ============

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

Weighted average number of common shares
 outstanding - basic and diluted                   2,000      24,123,524
                                            ============    ============

           See notes to unaudited consolidated financial statements.

                                     - 1 -


<PAGE>

                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                      Unaudited Consolidated Balance Sheets


                                                       June 30,    September 30,
                                                         1999          1999
                                                     -----------    -----------

                                                                Assets

Current assets
   Cash ..........................................   $      --      $   286,199
   Accounts receivable ...........................          --          190,528
   Advances to related party .....................          --          200,000
   Inventory .....................................          --           20,993
   Other current assets ..........................          --              752
                                                     -----------    -----------
     Total current assets ........................          --          698,472
                                                     -----------    -----------

Property and equipment ...........................          --           67,137
                                                     -----------    -----------

Other assets

   Deposits and other assets .....................          --            1,515
   Goodwill, net .................................          --          203,086
   Customer lists ................................     1,300,000      1,300,000
   Deferred tax asset ............................        16,551         16,605
                                                     -----------    -----------
     Total other assets ..........................     1,316,551      1,521,206
                                                     -----------    -----------

Total assets .....................................   $ 1,316,551    $ 2,286,815
                                                     ===========    ===========

Liabilities and Stockholders' (Deficit) Equity

Current liabilities

   Interest payable ..............................   $    67,814    $   103,364
   Current portion of long-term debt .............       700,000      1,300,000
   Accounts payable ..............................          --           15,144
   Deferred revenue ..............................          --           73,689
   Commissions payable ...........................          --          220,112
   Payroll taxes payable .........................          --           53,840
   Income taxes payable ..........................          --           13,770
                                                     -----------    -----------
     Total current liabilities ...................       767,814      1,779,919

Long-term debt ...................................       600,000        300,000
                                                     -----------    -----------
     Total liabilities ...........................     1,367,814      2,079,919

Stockholders' (deficit) equity
   Common stock, $.01 (June) and $.001 (September)
    par value, 10,000 shares authorized; 2,000
    shares issued and outstanding at June 30, 1999
    and 50,000,000 shares authorized; 32,500,000
    issued and outstanding and 40,006,916 to be
    issued at September 30, 1999 .................            20         72,506
   Additional paid in capital ....................          --        6,646,348
   Accumulated deficit ...........................       (51,283)    (6,511,958)
                                                     -----------    -----------
     Total stockholders' (deficit) equity ........       (51,263)       206,896
                                                     -----------    -----------

Total liabilities and stockholders'
 (deficit) equity ................................   $ 1,316,551    $ 2,286,815
                                                     ===========    ===========

           See notes to unaudited consolidated financial statements.

                                     - 2 -
<PAGE>

                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                  September 30,
                                                           --------------------------
                                                               1998           1999
                                                           -----------    -----------
<S>                                                        <C>            <C>
Cash flows from operating activities
   Net loss ............................................   $   (12,821)   $(6,270,675)
                                                           -----------    -----------
   Adjustments to reconcile net loss to net cash
    provided by operating activities
     Depreciation and amortization .....................          --           22,908
     Stock options granted for services to non employees          --        5,836,724
     Changes in assets and liabilities
       Accounts receivable .............................          --           88,979
       Inventory .......................................          --            4,083
       Intangible assets ...............................        (4,132)          --
       Interest payable ................................        16,953         35,550
       Accounts payable ................................          --           11,887
       Deferred revenue ................................          --            1,926
       Commissions payable .............................          --           35,844
       Payroll taxes payable ...........................          --            3,436
                                                           -----------    -----------
                                                                12,821      6,041,337
                                                           -----------    -----------
         Net cash used in operations ...................          --         (229,338)
                                                           -----------    -----------

Cash flows from investing activities
   Cash acquired in acquisition ........................          --           21,248
   Advances to related party ...........................          --         (200,000)
                                                           -----------    -----------
         Net cash provided by investing activities .....          --         (178,752)
                                                           -----------    -----------

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

Net increase in cash ...................................          --          286,199

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

Cash and cash equivalent-end of period .................   $      --      $   286,199
                                                           ===========    ===========
</TABLE>

Non-cash investing and financing activities:

     There were certain non-cash transactions associated with the acquisition of
      Cognigen   Corporation   and  the  reverse   acquisition  of  Silverthorne
      Production   Company   by   Inter-American   Telecommunications   Holdings
      Corporation (ITHC).

     ITHC  purchased  12,602,431  shares of  Silverthorne  Production  Company's
      common stock for $190,000 by creating a note payable. The note payable was
      paid off subsequent to September 30, 1999.


           See notes to unaudited consolidated financial statements.

                                     - 3 -
<PAGE>


                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements



Note 1 - Summary of Significant Accounting Policies
---------------------------------------------------

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information,  which have been derived  from the audited  consolidated
financial  statements  and  notes  thereto  for the year  ended  June 30,  1999,
included in Silverthorne  Production Company's ("Company") Annual Report on Form
10-KSB  filed with the  Securities  and Exchange  Commission.  In the opinion of
management,  all adjustments,  consisting only of normal recurring  adjustments,
have been made to in order to make the financial statements not misleading.  The
results are not necessarily indicative of these for a complete fiscal year.

Basis of Presentation
---------------------

These  unaudited  consolidated  financial  statements  include  the  accounts of
Inter-American Telecommunications Corporation, Inter-American Telecommunications
Holding Corporation (ITHC), Cognigen Corporation (Cognigen) and the Company. All
significant  intercompany  balances and  transactions  have been  eliminated  in
consolidation.

Description of Business
-----------------------

The Company was  incorporated  in May 1983 in the State of Colorado to engage in
the cellular radio and communications business and to engage in any other lawful
activity  permitted  under Colorado law. In June 1988,  the Company  changed its
name to Silverthorne  Production Company and commenced operations in the oil and
gas industry.  These  operations  were  discontinued  in 1989.  Since 1989,  the
Company  has  attempted  to  locate  acquisition   prospects  and  negotiate  an
acquisition.  The Company's  pursuit of an acquisition did not materialize until
August 20, 1999.

Property and Equipment
----------------------

Property and equipment are stated at cost.  Depreciation  is provided  using the
straight-line  method for  financial  reporting  purposes  at rates based on the
estimated useful lives ranging from 3-7 years.

Software  developed  to support  the  self-replicating  Web pages used to market
telecommunication  services and administer agents' sales and related commissions
has been capitalized  according to the provisions of AICPA Statement of Position
98-1  "Accounting  for Costs of Computer  Software  Developed  or  Obtained  for
Internal Use".

Intangible Assets
-----------------

Intangible assets are stated at cost and consist of goodwill and customer lists.
Goodwill is amortized u sing the straight-line method over five years.  Customer
lists will be amortized over five years, once they are utilized in operations.


                                     - 4 -
<PAGE>

                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements



Note 1 - Summary of Significant Accounting Policies (continued)
---------------------------------------------------------------

Valuation of Long-Lived Assets
------------------------------

The Company assesses valuation of long-lived assets in accordance with Statement
of Financial  Accounting Standards (SFAS) No. 121, Accounting for the Impairment
of Long-Lived  Assets and for  Long-Lived  Assets to be disposed of. The Company
periodically  evaluates the carrying  value of long-lived  assets to be held and
used,   including  goodwill  and  other  intangible  assets,   when  events  and
circumstances warrant such a review. The carrying value of a long-lived asset is
considered impaired when the anticipated  undiscounted cash flow from such asset
is separately identifiable and is less than its carrying value. In that event, a
loss is recognized  based on the amount by which the carrying  value exceeds the
fair market  value of the  long-lived  asset.  Fair market  value is  determined
primarily using the  anticipated  cash flows  discounted at a rate  commensurate
with the risk involved.

Commissions Receivable
----------------------

Commissions    receivable    represent    amounts   due   from   providers   for
telecommunication   services  used  by  subscribers.   Typically  providers  pay
commissions  due to the Company  forty-five  days after the usage  month-end  to
allow for billing and collection.

Commissions Payable
-------------------

Commissions payable represent amounts due to agents as commission related to the
usage for which the Company is due commission  income from its providers.  It is
the  Company's  policy to pay  commissions  to its agents  only after  receiving
commissions  due from its providers.  This policy results in  approximately  two
months commission payable at any point in time.

Income Taxes
------------

The Company uses the asset and liability  method of accounting for income taxes.
Under the asset and liability  method,  deferred tax assets and  liabilities are
recognized for the future tax consequences  attributable to differences  between
the financial  statement carrying amounts of existing assets and liabilities and
their  respective tax basis.  Deferred tax assets and  liabilities  are measured
using  enacted tax rates  expected  to be  recovered  or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
income in the period that includes the enactment date.

                                     - 5 -

<PAGE>

                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements



Note 1 - Summary of Significant Accounting Policies (continued)
---------------------------------------------------------------

Revenue Recognition
-------------------

The Company  records  commission  income when the  underlying  telecommunication
service is rendered.  Commission income does not include amounts paid separately
to carriers for telecommunication services provided.

Calling  card  revenue is  recorded  when the  calling  cards are  shipped.  The
Company's  policy is to delay  shipment of calling  cards for a two-week  period
after  receipt of cash to allow for  processing.  This delay results in deferred
revenue,  which is recorded as a liability  until the calling cards are shipped.
Calling   card   revenue   includes   amounts   paid   for   the   cost  of  the
telecommunications services provided by third-party carriers.


Note 2 - Business Acquisitions
------------------------------

Acquisition of Customer Databases
---------------------------------

On  November 4, 1998,  ITHC  acquired a customer  database of 54,034  individual
subscribers  from  TelKiosk  Inc.  (TelKiosk)  in  exchange  for  2,844,285,  as
adjusted,  shares of ITHC common stock,  and a $500,000  promissory note payable
November  4,  1999  (and  subsequently  extended  until  July 1,  2001 as to the
remaining $300,000 balance due). TelKiosk is partially owned by a former officer
and director of ITHC. This is an  electronically  archived  database  containing
54,034 individual,  comma-delimited records of residential and business accounts
of long distance telephone  subscribers using the callback or call-reorigination
system. The domiciles of these accounts are located primarily outside the United
States, including Japan, Italy, France, Argentina, Brazil, Spain, Israel, Russia
and CIS  countries,  Guatemala,  Venezuela and  Singapore.  The customers in the
database use  primarily  U.S.  origination - foreign  termination  callback long
distance services.

Also on November 4, 1998, ITHC acquired a customer database of 41,415 individual
subscribers from Combined Telecommunications Consultancy, Ltd. (CTC) in exchange
for  5,688,570,  as  adjusted,  shares  of ITHC  common  stock  and an  $800,000
promissory note payable November 4, 1999 (and  subsequently  extended until July
1, 2001 as to $300,000 of the remaining  balance due). CTC is partially owned by
a former  officer  and  director  of ITHC.  This is an  electronically  archived
database  containing 41,415 individual,  comma-delimited  records of residential
and business accounts of long distance telephone  subscribers.  The domiciles of
these accounts are all located within the United  States.  Approximately  90% of
these accounts have an affinity to a foreign country,  and the accounts are held
by persons of Russian, Romanian, Czech, Slovakian, Slovenian, Polish, Bulgarian,
German, Japanese and Filipino national origin.


                                     - 6 -
<PAGE>

                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements



Note 2 - Business Acquisitions (continued)
------------------------------------------

Acquisition of Customer Databases (continued)
---------------------------------------------

Migration of customers will commence when the solicitation  process is complete.
The lists were  originally  purchased  by CTC and  TelKiosk  in an arm's  length
transaction  from  an  independent  international  long  distance  reseller  and
customer  base  consolidator.  The purchase  price to ITHC was  determined  with
respect to amounts paid or payable to the original seller of the lists.

Cognigen Acquisition
--------------------

On July 1, 1999, ITHC entered into an agreement with Cognigen to purchase all of
Cognigen's  net assets.  The  purchase  price  included  31,286,894  shares,  as
adjusted, of ITHC common stock and a $300,000 note payable.  Additionally,  ITHC
entered into a four-year employment contract with the founder of Cognigen, which
provides for an annual base salary of $175,000.  The  transaction  was accounted
for as a purchase.  ITHC acquired net assets of $86,285 and recorded goodwill of
$213,770. The goodwill is being amortized over a life of 5 years.

Reverse Acquisition
-------------------

On August 20, 1999,  the Company  completed  the  acquisition  of all of the net
assets of ITHC in exchange for up to 49,041,397  shares of the Company's  common
stock. For financial statement purposes, this business combination was accounted
for as an additional capitalization of ITHC (a reverse acquisition in which ITHC
was the accounting  acquirer).  ITHC is considered the surviving  entity and the
historical  financial statements prior to the acquisition are those of ITHC. The
15,757,047  shares  reflected in the statement of  stockholders'  equity reflect
those shares of  Company's  common stock  outstanding  immediately  prior to the
reverse  acquisition.  The Company's net book value prior to the transaction was
$0. The  issuance  of the stock must be  completed  in two  closings  due to the
limited  amount of authorized  stock  available for issuance under the Company's
articles  of  incorporation.  The first  closing  resulted  in the  issuance  of
11,742,953 shares while the remaining 37,298,444 shares will be issued after the
authorized  number of  shares is  increased  or after a reverse  stock  split is
effected.  The Company issued  5,000,000 shares of the Company's common stock as
finders' fees in connection with the transaction to unrelated  individuals.  The
shares were valued at $1,900,000, or $.38 per share, and reported on a net basis
in additional paid-in-capital.

Additionally  on  August  20,  1999,  ITHC  purchased  12,602,431  shares of the
Company's   common  stock  for  a  price  of  $190,000  from  certain   existing
shareholders of the Company. This was recorded as a charge to paid-in capital in
the amount of $190,000.

The Company is the legal  survivor  and  changed its name to Cognigen  Networks,
Inc.

                                     - 7 -
<PAGE>

                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements



Note 2 - Business Acquisitions (continued)
------------------------------------------

Reverse Acquisition (continued)
-------------------------------

In January 2000,  the Company  entered into a letter of intent to acquire Aquila
International Telecommunications, Inc., subject to the execution of a definitive
agreement and other conditions.


Note 3 - Common Stock and Stock Options
---------------------------------------

During  the  three  months  ended  September  30,  1999,  the  Company  received
subscriptions  for 2,708,472  shares of the Company's common stock at a price of
$0.38 per share from various persons.  The  subscriptions and cash were received
prior to September 30, 1999,  however,  the stock will not be issued until after
the  number of  authorized  shares is  increased  or a  reverse  stock  split is
effected.  The Company agreed to pay a fee of 12% of the total proceeds received
from the sale of the  common  stock  to a  distributor  and  issue  warrants  to
purchase up to a maximum of 1,500,000  shares of the  Company's  common stock to
various  persons  in  connection  with the sales  and  subsequent  sales.  As of
September  30, 1999,  the Company had paid  approximately  $177,000  towards the
total fee due.

The Company  issued  31,600,000  options  entitling  the holders to purchase the
Company's  common  stock at $0.46 per share.  The options vest  immediately  and
expire five years from the date issued.  The options  cannot be exercised  until
the Company  amends it articles of  incorporation  or effects a reverse split of
its common stock so that it has  sufficient  shares  available for issuance upon
the exercise of these  options.  25,200,000  of these options were issued to non
employees  while the remaining  options were issued to employees and  directors.
The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting  Standards  No.  123,  "Accounting  for  Stock-Based   Compensation."
Accordingly,  no  compensation  cost has been  recognized  for the stock options
issued to  employees  and  directors.  $5,836,724  of  compensation  expense was
recorded in connection with the options granted to non employees.

                                     - 8 -
<PAGE>
                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements




Note 4 - Long-Term Debt
-----------------------

Long-term debt consists of the following:

                                             June 30,     September 30,
                                               1999           1999
                                            -----------    -----------
8% unsecured  promissory notes payable,
 principal and interest due upon maturity
 at July 2000 ...........................   $ 1,300,000    $ 1,300,000

8% unsecured  promissory  note payable,
 principal and interest due upon maturity
 at November 2000 .......................         --           300,000
                                            -----------    -----------
                                              1,300,000      1,600,000
Less current portion ....................      (700,000)    (1,300,000)
                                            -----------    -----------

                                            $   600,000    $   300,000
                                            ===========    ===========




                                     - 9 -

<PAGE>


                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-Looking Statements

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

Overview

Inter-American Telecommunications Holding Corporation (ITHC) was incorporated on
July 24, 1998 in Delaware.  Since its  inception,  ITHC has directed its efforts
toward the acquisition of assets that would allow it to be engaged in direct and
multilevel  agency  marketing and sale of long distance  service and products as
well as the  switching  and  transport  of  voice,  fax and data  telephone  and
internet  traffic and related  services.  On July 1, 1999, ITHC acquired the net
assets of Cognigen  Corporation  (Cognigen)  in exchange for 5,500 shares of its
common  stock and a note payable of  $300,000.  Cognigen was actively  marketing
long distance telephone services over the internet.

The Company was  incorporated  on May 6, 1983, in Colorado.  On August 20, 1999,
the  Company  completed  the  acquisition  of all of the net  assets  of ITHC in
exchange for  49,041,397  shares of the Company's  common  stock.  For financial
statement purposes, this business combination was accounted for as an additional
capitalization  of ITHC (a reverse  acquisition in which ITHC was the accounting
acquirer).  For accounting purposes, ITHC is considered the surviving entity and
the historical  financial statements prior to the acquisition are those of ITHC.
The Company's net book value prior to the transaction was $0.

                                     - 10 -
<PAGE>
                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

ITHC was a  developmental  stage  company  since its  inception on July 24, 1998
through  June 30,  1999.  During  this stage,  ITHC  generated  no revenues  and
incurred only minimal operational costs. ITHC focused its efforts on the pursuit
of the  acquisition of business  opportunities.  On July 1, 1999, ITHC completed
the acquisition of all the net assets of Cognigen in a transaction accounted for
as a  purchase.  Additionally,  in a  transaction  accounted  for  as a  reverse
acquisition,  ITHC acquired control of the Company, a non-operating public shell
corporation.  Therefore,  the results of  operations  for the three months ended
September 30, 1999 are comprised  entirely of the operations  generated from the
net assets purchased from Cognigen on July 1, 1999. As no operations existed for
ITHC for the  three  month  period  ended  September  30,  1998,  no  meaningful
comparisons can be made.

For purposes of this Management's  Discussion and Analysis or Plan of Operation,
the Company  believes that the unaudited  results of operations for Cognigen for
the three months ended  September 30, 1998 shown below provide a more meaningful
basis for analysis.  Therefore,  all comparisons  and analysis  included in this
Management's  Discussion  and Analysis or Plan of  Operation  will be based upon
these  unaudited  results of operations  for Cognigen for the three months ended
September 30, 1998.

Results of Operations for Cognigen for the Three Months Ended September 30, 1998

Revenue
     Prepaid cards and pins ..........   $ 222,762
     Commissions .....................      74,360
                                         ---------
         Total revenue ...............     297,122

Operating expenses

     Prepaid cards and pins ..........     123,899
     Commissions .....................      63,599
     Sales, general and administrative     144,977
                                         ---------
         Total operating expenses ....     332,475
                                         ---------

Loss from operations and before taxes      (35,353)

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

Net loss .............................   $ (35,353)
                                         =========

                                     - 11 -
<PAGE>

                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)


            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Three Months Ended  September 30, 1999 Compared to Three Months Ended  September
30, 1998

Total  revenue  for the three  months  ended  September  30,  1999 was  $884,844
compared to $297,122  for the three  months  ended  September  30,  1998.  Total
revenue for the 1999 period  consisted of $445,090  related to prepaid cards and
pins and  $445,133  related to  commissions.  Total  revenue for the  comparable
period in 1998  consisted  of  $222,762  related to  prepaid  cards and pins and
$74,360 related to commissions. The $222,328, or 100%, increase in prepaid cards
and pins is due to a larger internet  presence and more agents making sales. The
$370,118,  or 498%,  increase in commissions is due to a larger number of agents
making sales.

Operating  costs  related to prepaid  cards and pins for the three  months ended
September 30, 1999 increased $178,738, or 144%, to $302,637 from $123,899 during
the  three  months  ended  September  30,  1998.   Operating  costs  related  to
commissions for the three months ended September 30, 1999 increased $281,444, or
443%, to $345,043 from $63,599 during the three months ended September 30, 1998.
The cost increases are directly related to the increased revenue.

General and administrative  operating expenses increased $6,327,312,  or 4,364%,
to  $6,472,289  during the three months ended  September  30, 1999 from $144,977
during the three months ended September 30, 1998. This increase is primarily due
to the  addition  of staff and the  charge  for  stock  options  granted  to non
employees.

The Company  incurred a loss from  operations of $6,270,675 for the three months
ended September 30, 1999 compared with a loss from operations of $35,353 for the
three months ended  September  30, 1998.  The primary  increase in the loss from
operations  during the current period is mostly  related to the increased  staff
costs and the charge for stock options granted to non employees.

Net interest  expense for the three months ended  September  30, 1999 of $35,550
compares to net interest  expense  during the same three months ended  September
30,  1998 of $0. The reason for this  increase  is due to  increased  borrowings
during the three months ended September 30, 1999.  After interest  expense,  the
net loss for the three months ended September 30, 1999 was $6,270,675, or $(.26)
per  share,  compared  to a net  loss of  $35,353  for the  three  months  ended
September 30, 1998.

Liquidity and Capital Resources:

The  Company  has funded  its  operations  to date  primarily  from  shareholder
advances and stock  subscriptions  received.  At September 30, 1999, the Company
had cash and cash  equivalents of  approximately  $286,199 and a working capital
deficit of $1,081,447.

                                     - 12 -
<PAGE>

                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)


            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Cash used by the Company for operating  activities during the three months ended
September 30, 1999 was approximately $229,338. A primary component of the use of
cash during the three months was the Company's  net loss of $6,270,675  adjusted
for non-cash  adjustments of  depreciation  and  amortization  of  approximately
$22,908 and stock option expense of  $5,836,724.  Sources of operating cash were
the  increase  in  payables   and  deferred   revenue  of  $86,717  and  $1,926,
respectively. Additional sources of cash include $21,248 from the acquisition of
Cognigen.  Additional  sources  and uses of cash during the three  months  ended
September 30, 1999 included net proceeds from the receipt of stock subscriptions
of  $884,289,  proceeds  from notes  payable of $150,000  and  payments on notes
payable of $315,000.

The Company believes its current liquidity requirement primarily will be to meet
working capital requirements.  Cash generated from operations was not sufficient
to meet working  capital  requirements  for the three months ended  December 31,
1999,  and may not be sufficient to meet working  capital  requirements  for the
foreseeable  future.  Therefore,  additional  debt or  equity  financing  may be
required for the Company to satisfy its short term capital  needs.  There can be
no  assurances  that the  Company  will be able to generate  additional  debt or
equity financing.

The Company  accepted an  additional  $4,873,895  in stock  subscriptions  after
September 30, 1999.

                                     - 13 -
<PAGE>


                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                         Commission File Number: 0-11730
                        Quarter Ended September 30, 1999

                                  Form 10-QSB/A

                           PART II - OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

(c)      Recent Sales of Unregistered Securities

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

During  the  three  months  ended  September  30,  1999,  Silverthorne  received
subscriptions for 2,708,472 shares of Silverthorne's  common stock at a price of
$0.38 per share from  various  persons.  The  subscriptions  were  received as a
result of offers  that were made  pursuant  to  Regulation  S adopted  under the
Securities Act. The subscriptions were accepted after September 30, 1999. All of
the offers  and sales of the  shares  were made in  "offshore  transactions"  as
defined in Regulation S and appropriate  "offering  restrictions"  as defined in
Regulation S were implemented in connection with the sales.  Further, all of the
stock certificates  issued to the purchasers have a legend prohibiting  transfer
of the shares unless the shares are  registered  under the Securities Act or the
transfer is exempt from the registration  requirements thereof. The Company paid
a fee of 12% of the total proceeds received from the sale of the common stock to
a distributor and later agreed to issue warrants to purchase 1,500,000 shares of
Silverthorne's  common stock to various persons in connection with the sales and
subsequent  sales made by the  Silverthorne.  Further,  ITHC and another Company
transferred 200,000 shares of the Silverthorne's  common stock to two persons in
connection with all of the sales.

                                     - 14 -
<PAGE>

                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)



Item 6.      Exhibits and Reports on Form 8-K

(a) Exhibits

     27        Financial Data Schedule

(b) Reports on Form 8-K:

       On  September  20,  1999,  a Current  Report  on Form 8-K was filed  that
       reported a change in  control  under  Item 1 and the  acquisition  of the
       assets of  Inter-American  Telecommunications  Holding  Corporation under
       Item 2 and  that  included  the  stock  purchase  and  asset  acquisition
       agreement  relating to the  acquisition of the assets as an exhibit under
       Item 7.

                                     - 15 -

<PAGE>


                             COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)


                                   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. (FORMERLY SILVERTHORNE PRODUCTION COMPANY)



By:/s/ Darrell H. Hughes
   -------------------
      Darrell H. Hughes
      President and Chief Executive
      Officer

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

Denver, Colorado
November __, 2000

                                     - 16 -