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**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

                             **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

Unaudited Consolidated Balance Sheets

Unaudited Consolidated Statements of Cash Flows

Notes to Unaudited Consolidated Financial Statements

Management's Discussion and Analysis or Plan of Operation

Signatures

                             **COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Operations**

                                                               Three Months Ended
                                                                  September 30,
                                                           ------------------------------
                                                                1998              1999
                                                           ------------      ------------
                                                                               (Restated)
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
  Marketing commissions ..............................             --             345,043
  Sales, general and administrative ..................             --           6,547,289
                                                           ------------      ------------
   Total operating expenses ..........................             --           7,194,969
                                                           ------------      ------------

Loss from operations .................................             --          (6,310,125)

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

Loss before income taxes .............................          (16,953)       (6,345,675)

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

Net loss .............................................     $    (12,821)     $ (6,345,675)
                                                           ============      ============

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.

**COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                      Unaudited Consolidated Balance Sheets**

                                                                            June 30,      September 30,
                                                                              1999             1999
                                                                          ------------     -----------
                                                                                            (Restated)
                                           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 databases ................................................       1,300,000        1,225,000
  Deferred tax asset ................................................          16,551           16,605
                                                                          ------------     -----------
   Total other assets ...............................................       1,316,551        1,446,206
                                                                          ------------     -----------

Total assets ........................................................     $ 1,316,551      $ 2,211,815
                                                                          ============     ===========

                       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)      (6,586,958)
                                                                          ------------     -----------
   Total stockholders' (deficit) equity .............................         (51,263)         131,896
                                                                          ------------     -----------

Total liabilities and stockholders' (deficit) equity ................     $ 1,316,551      $ 2,211,815
                                                                          ============     ===========

           See notes to unaudited consolidated financial statements.

                             **COGNIGEN NETWORKS, INC.
                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Cash Flows**

                                                                 Three Months Ended
                                                                          September 30,

                                                                1998            1999
                                                                             (Restated)
Cash flows from operating activities
  Net loss ...........................................     $   (12,821)     $(6,345,675)
                                                           -----------      -----------
  Adjustments to reconcile net loss to net cash
   provided by operating activities
   Depreciation and amortization .....................            --             97,908
   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        6,116,337
                                                           -----------      -----------
      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
                                                           ===========      ===========

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.

                             **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  databases.
Goodwill and customer  databases are amortized using the straight-line  method over five
years.

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.

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  500  (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
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
1,000 (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 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.

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.

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.

**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
                                                             ===========      ===========

**Note 5 - Amortization of Customer Databases and Goodwill**

The Company  changed its method of amortizing  customer  databases  and goodwill  during
fiscal  2000.  Previously  the Company  did not begin to amortize it customer  databases
until  the  migration  of  these  names  into  active  customers  had  begun.   However,
effective  July 1, 1999 as a result of the  significant  uncertainties  surrounding  the
commencement of the migration process,  the Company has reflected  amortization of these
databases over their estimated  remaining  useful lives of 4.33 years (through  November
1, 2003).  Additionally,  the Company changed the estimated  useful live of the goodwill
acquired in connection  with the  acquisition of the net assets of Cognigen  Corporation
from 20 years to 5 years.  The  effects  of these  corrections  on  previously  reported
quarterly  amounts  was  approximately  $83,000 of  additional  amortization  expense as
follows:

                                                     Loss Per  Stockholders'
                                      Net Loss        Share       Equity
                                    ------------  ------------ -------------
Three months ended September 30,
 1999, as reported .............     (6,262,675)       (.26)     214,896
Three months ended September 30,
 1999, as adjusted .............     (6,345,675)       (.26)     131,896

                             **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.

**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)
                                          =========

**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  $6,402,312,  or 4,416%,  to
$6,547,289  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  and  increased
amortization expense.

The Company  incurred a loss from  operations of  $6,310,125  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  $6,345,675,  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.

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 $6,345,675  adjusted for non-cash
adjustments of depreciation and  amortization of approximately  $97,908 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 $125,000
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.

                                       **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
January 31, 2001
```