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

                                  **FORM 10-KSB/A**

 [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                                      1934.

                     For the fiscal year ended June 30, 2000

 [ ] 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.**
                 (Name of small business issuer in its charter)

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

 7001 Seaview Avenue, N.W., Suite 210, Seattle, Washington            98117
-----------------------------------------------------------      -------------
         (Address of principal executive offices)                  (Zip Code)

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

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                                  common stock
                                (Title of class)

   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 for 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   ____
   Check if there is no  disclosure  of  delinquent  filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of the  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-KSB  or any
amendment to this Form 10-KSB.  _____

      State issuer's revenue for its most recent fiscal year:  $3,799,713

      The aggregate  market value of the voting and  non-voting  common equity held
by non-affiliates  at October 11, 2000,  computed by reference to the closing price
on the OTC Bulletin Board was $15,963,408.

      The number of shares  outstanding  of each of the issuer's  classes of common
equity on October 11, 2000, was 47,002,547.

      Transitional Small Business Disclosure Format   Yes    ____       No__|X|__

                                 **TABLE OF CONTENTS****PART II

Item 7......Financial Statements

Part III

Item 9.     Directors,   Executive   Officers,   Promoters  and  Control   Persons;
            Compliance with Section 16(a) of the Exchange Act

Item 7. Financial Statements.**

      Reference is made to the financial  statements,  the reports  thereon and the
notes  thereto  included  as a part of this  Annual  Report on Form  10-KSB,  which
financial statements, reports and notes are incorporated herein by reference.

                            **COGNIGEN NETWORKS, INC.

                              Financial Statements
                                  June 30, 2000****COGNIGEN NETWORKS, INC.****Table of Contents**

Independent Auditors' Reports

Consolidated Financial Statements

      Consolidated Balance Sheet

      Consolidated Statements of Operations

      Consolidated Statements of Stockholders' Equity

      Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

                          **INDEPENDENT AUDITORS' REPORT**

To the Board of Directors and Stockholders
Cognigen Networks, Inc.
Seattle, Washington

We have  audited  the  accompanying  consolidated  balance  sheet of  Cognigen
Networks,   Inc.  and  subsidiary  as  of  June  30,  2000,  and  the  related
consolidated  statements of  operations,  stockholders'  equity and cash flows
for the year then  ended.  These  consolidated  financial  statements  are the
responsibility of the Company's  management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.

We  conducted  our  audit  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that we plan and  perform  the audit to
obtain   reasonable   assurance  about  whether  the  consolidated   financial
statements are free of material  misstatement.  An audit  includes  examining,
on a test  basis,  evidence  supporting  the amounts  and  disclosures  in the
consolidated  financial  statements.  An audit  also  includes  assessing  the
accounting  principles used and significant  estimates made by management,  as
well   as   evaluating   the   overall   consolidated    financial   statement
presentation.  We believe that our audit  provides a reasonable  basis for our
opinion.

In our  opinion,  the  consolidated  financial  statements  referred  to above
present fairly, in all material  respects,  the financial position of Cognigen
Networks,  Inc. and subsidiaries as of June 30, 2000, and the results of their
operations  and their cash flows for the year then ended,  in conformity  with
generally accepted accounting principles.

The Company has corrected a previous  error in the 2000  financial  statements
relating to the amortization of its customer lists as described in Note 3.

                                        /s/Ehrhardt Keefe Steiner & Hottman PC
                                           Ehrhardt Keefe Steiner & Hottman PC

August 25, 2000, except Note 13,
 as to which the date is October 10, 2000
Denver, Colorado

                    **REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS**

The Board of Directors
Inter-American Telecommunications
 Holding Corporation
Seattle, Washington

We have audited the accompanying  consolidated statements of operations,  cash
flows,  and  changes in  stockholders'  equity for the period  from  inception
(July 24,  1998)  through June 30, 1999 of  Inter-American  Telecommunications
Holding   Corporation  (a  development   stage   company).   These   financial
statements  are  the   responsibility   of  the  Company's   management.   Our
responsibility  is to express an opinion on these financial  statements  based
on our audit.

We  conducted  our  audit  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that we plan and  perform  the audit to
obtain  reasonable  assurance about whether the financial  statements are free
of  material  misstatement.  An audit  included  examining,  on a test  basis,
evidence  supporting the amounts and disclosures in the financial  statements.
An  audit  also  included   assessing  the  accounting   principles  used  and
significant  estimates made by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that our  audit  provides  a
reasonable basis for our opinion.

In our  opinion,  the  consolidated  financial  statements  referred  to above
present fairly,  in all material  respects,  the  consolidated  results of its
operations,  its cash flows and its  changes in  stockholders'  equity for the
period from  inception  (July 24, 1998)  through  June 30, 1999 in  conformity
with generally accepted accounting principles.

Denver, Colorado
January 20, 2000

                                                        /s/ Comiskey & Company
                                                            Comiskey & Company
                                                      **PROFESSIONAL CORPORATION**

                             COGNIGEN NETWORKS, INC.

                           Consolidated Balance Sheet
                                  June 30, 2000
                                   (Restated)

                                        Assets
Current assets
    Cash .........................................................   $    717,344
    Accounts receivable, net of allowance for doubtful accounts of
     $5,000 ......................................................         61,046
    Commissions receivable, net of allowance for doubtful accounts
     of $25,000 ..................................................        538,163
    Employee receivable ..........................................          1,661
    Inventory ....................................................        133,486
    Other current assets .........................................        417,028
    Deferred tax asset - current .................................           --
                                                                     ------------
          Total current assets ...................................      1,868,728
                                                                     ------------

Property, plant and equipment, net of accumulated depreciation of
 $363,121 .......................................................         486,291
                                                                     ------------
Other assets
    Deposits and other assets ....................................         88,552
    Goodwill, net of $154,917 of amortization ....................      3,655,017
    Customer databases, net of $300,000 of amortization ..........      1,000,000
    Deferred tax asset - non current .............................           --
                                                                     ------------
          Total other assets .....................................      4,743,569
                                                                     ------------

Total assets .....................................................   $  7,098,588
                                                                     ============
                      Liabilities and Stockholders' Equity
Current liabilities
    Accounts payable .............................................   $     97,420
    Other accrued liabilities ....................................        108,324
    Interest payable .............................................        239,421
    Commissions payable ..........................................        326,681
    Payroll taxes payable ........................................         21,179
    Current portion of capital leases ............................        106,551
    Current portion of notes payable .............................        315,000
                                                                     ------------
          Total current liabilities ..............................      1,214,576
                                                                     ------------

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

Commitments and Contingencies

Stockholders' equity
  Common stock $.001 par value, 50,000,000 shares
   authorized; 46,980,547 issued and outstanding at
   June 30, 2000, and 37,298,444 to be
   issued shares (2000) ..........................................         84,278
    Additional paid-in capital ...................................     13,594,051
    Accumulated deficit ..........................................     (8,316,469)
                                                                     ------------
          Total stockholders' equity .............................      5,361,860
                                                                     ------------

Total liabilities and stockholders' equity .......................   $  7,098,588
                                                                     ============

                 See notes to consolidated financial statements.

                             **COGNIGEN NETWORKS, INC.

                      Consolidated Statements of Operations**

                                                 For the Years Ended
                                                       June 30,
                                            ----------------------------
                                                1999             2000
                                            ------------     -----------
                                                     (Restated)
Revenue
    Prepaid cards and pins ..............   $       --         1,138,165
    Marketing commissions ...............           --         2,598,008
    Other ...............................           --            63,540
                                            ------------     -----------
          Total revenue .................           --         3,799,713
                                            ------------     -----------

Operating expenses
    Prepaid cards and pins ..............           --           950,727
    Marketing commissions ...............           --         1,657,195
    Selling, general and administrative .           --         8,734,444
    Depreciation and amortization .......           --           561,510
                                            ------------     -----------
          Total operating expenses ......           --        11,903,876
                                            ------------     -----------

Loss from operations ....................           --        (8,104,163)

Interest expense ........................        (67,814)       (144,492)
                                            ------------     -----------

Loss before income taxes ................        (67,814)     (8,248,655)

Income taxes ............................         16,531         (16,531)
                                            ------------     -----------

Net loss ................................   $    (51,283)   $ (8,265,186)
                                            ============     ===========

Loss per common share - basic and diluted   $       --      $      (0.11)
                                            ============     ===========

Weighted average number of common shares
  basic and diluted .....................     11,377,137      78,549,437
                                            ============     ===========

                 See notes to consolidated financial statements.

                             **COGNIGEN NETWORKS, INC.

               Consolidated Statements of Stockholders' Equity
                   From July 24, 1998 through June 30, 2000**

                                                                                                                                Total
                                                                   Common Stock            Additional                       Stockholders'
                                                             --------------------------      Paid-in        Accumulated       (Deficit)
                                                               Shares         Amount         Capital          Deficit          Equity
                                                             ----------    ------------    ------------    ------------    ------------
                                                                                                             (Restated)
Balance July 24, 1998 (inception) ......................           --      $       --      $       --      $       --      $       --

Common stock issued for intangible assets ..............     11,377,137              20            --              --                20

Net loss for the period July 24, 1998 to June 30, 1999 .           --              --              --           (51,283)        (51,283)
                                                             ----------    ------------    ------------    ------------    ------------

Balance June 30, 1999 ..................................     11,377,137              20            --           (51,283)        (51,263)

Stock issued in connection with Cognigen acquisition
 and employment agreement ..............................     42,664,260              55          30,000            --            30,055

Reverse acquisition ....................................     15,757,047          69,723        (261,957)           --          (192,234)

Common stock issued for cash net of $727,474 in expenses     12,489,102          12,489       5,127,598            --         5,140,087

Value of options issued for services ...................           --              --         6,022,004            --         6,022,004

Retirement of stock at cost ............................        (50,000)            (50)        (18,950)           --          (19,000)

Stock issued in connection with  acquisition of Cognigen      2,041,445           2,041       2,695,356            --         2,697,397

Net loss ...............................................           --              --              --        (8,265,186)     (8,265,186)
                                                             ----------    ------------    ------------    ------------    ------------

Balance at June 30, 2000 ...............................     84,278,991    $     84,278      13,594,051      (8,316,469)      5,361,860
                                                             ==========    ============    ============    ============    ============

                See notes to consolidated financial statements.

                             **COGNIGEN NETWORKS, INC.

                      Consolidated Statements of Cash Flows**

                                                               June 30,
                                                     --------------------------
                                                         1999            2000
                                                     -----------    -----------
                                                                     (Restated)
Cash flows from operating activities
  Net loss .......................................   $   (51,283)   $(8,265,186)
                                                     -----------    -----------
  Adjustments to reconcile net loss to net cash
  Depreciation and amortization ..................          --          561,510
  Stock options granted to non-employees and stock
   issued to employees for services ..............          --        6,052,004
  Deferred taxes .................................       (16,531)        16,531
  Changes in assets and liabilities
   Receivables ...................................          --          218,461
   Commission receivable .........................          --         (484,149)
   Inventory .....................................          --         (108,410)
   Other current assets ..........................          --         (340,120)
   Accounts payable ..............................          --           53,276
   Other accrued expenses ........................        67,814        218,919
   Other assets ..................................          --          (89,971)
                                                     -----------    -----------
                                                          51,283      6,098,051
                                                     -----------    -----------
     Net cash used in operations .................          --       (2,167,135)
                                                     -----------    -----------

Cash flows from investing activities
  Capital expenditures ...........................          --         (400,594)
  Cash paid in business acquisitions net of cash
   acquired ......................................          --         (555,100)
                                                     -----------    -----------
     Net cash used in investing activities .......          --         (955,694)
                                                     -----------    -----------

Cash flows from financing activities
  Net proceeds from stock issuance ...............          --        5,140,087
  Distribution related to reverse acquisition ....          --         (190,000)
  Payments on notes payable ......................          --       (1,090,000)
  Payment on capital leases ......................          --             (914)
  Retirement of stock ............................          --          (19,000)
                                                     -----------    -----------
     Net cash used in financing activities .......          --        3,840,173
                                                     -----------    -----------

Net increase in cash .............................          --          717,344

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

Cash and cash equivalents - end of period ........   $      --      $   717,344
                                                     ===========    ===========

Cash paid for interest was $19,834 (2000) and $0 (1999).
Cash paid for income taxes was $0 in 2000 and 1999.

Non-cash investing and financing activities (Note 9).

                See notes to consolidated financial statements.

                             **COGNIGEN NETWORKS, INC.

                   Notes to Consolidated Financial Statements****Note 1 -  Description  of  Business  and  Summary of  Significant  Accounting
Policies**

The  Company was  incorporated  in May 1983 in the State of Colorado to engage
in the  cellular  radio and  broadcasting  business and to engage in any other
lawful  activity  permitted  under  Colorado  law.  In June 1988,  the Company
changed  its  name  to  Silverthorne  Production  Company  (Silverthorne)  and
commenced  operations  in the oil  and gas  industry.  These  operations  were
discontinued  in 1989.  Since  1989,  Silverthorne  has  attempted  to  locate
acquisition  prospects and negotiate an  acquisition.  Silverthorne's  pursuit
of  an  acquisition  did  not  materialize  until  August 20, 1999,  with  the
purchase   of  the  assets  of   Inter-American   Telecommunications   Holding
Corporation  (ITHC),  which was  accounted for as a reverse  acquisition.  The
surviving entity changed its name to Cognigen Networks, Inc. on July 12, 2000.

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

Principles of Consolidation

These   consolidated    financial   statements   include   the   accounts   of
Inter-American  Telecommunications  Corporation (ITHC),  Cognigen  Corporation
(Cognigen),  and the  Company.  Also  included are the accounts and results of
operations of Cognigen Switching Technologies,  Inc. (Cognigen Switching) from
April 15, 2000 through  year-end.  All significant  intercompany  balances and
transactions have been eliminated in consolidation.

The comparative  June 30, 1999,  financial  statements  reflect those of ITHC,
the  accounting  acquirer,  in the reverse  acquisition  (Note 8). ITHC was in
the development stage in prior years.

Cash and Cash Equivalents

For purposes of reporting cash flows,  cash and cash equivalents  include cash
on hand and in checking  and savings  accounts at financial  institutions.  On
occasion these balances exceed  federally  insured  limits.  At June 30, 2000,
the Company had approximately $709,000 in excess of federally insured limits.

Inventories

Inventory consists of advertising  supplies and prepaid calling cards held for
resale  and is  valued  at the  lower of cost or  market.  Calling  cards  are
purchased  from a  variety  of  vendors  at a  discount  from the face  value.
Excise tax of 3% of the face value is paid at the time of  purchase.  When the
calling  card is sold,  the excise tax is  collected  and offset  against  the
prepaid excise tax.

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 following estimated useful lives:

                                                               Years
                                                            ----------

    Furniture and fixtures                                     3 - 7
    Computer equipment                                         3 - 5
    Equipment                                                  3 - 5
    Leasehold improvements                                     3 - 5
    Capitalized software                                       3 - 5

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 is  amortized  using the  straight-line  method over five
years.  Customer databases will be amortized 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.

An  allowance  for  doubtful  accounts  of $0 and $25,000 at June 30, 1999 and
2000,  respectively,  has been  established  by the  Company  to  provide  for
potential  uncollectible  accounts and is deemed to be adequate by  management
based on historical results.

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.

Revenue  from long  distance  phone  services is recorded  when  services  are
rendered.

Use of Estimates

The  preparation  of  consolidated  financial  statements in  conformity  with
generally  accepted   accounting   principles   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 consolidated  financial statements and the reported amounts of revenues
and expenses  during the reporting  period.  Actual  results could differ from
those estimates.

Loss Per Share

Loss per common  share has been  computed by dividing net loss by the weighted
average  number of  shares of common  stock  outstanding  during  the  period.
Shares issued in the initial  capitalization  of the Company have been treated
as outstanding since inception.

Advertising Costs

Advertising  costs are expensed as incurred.  Total  advertising costs for the
years ended June 30, 2000 and 1999, were $200,127 and $0, respectively.

Recently Issued Accounting Pronouncements

SFAS No. 133,  "Accounting for Derivative  Instruments and Hedging Activities"
requires  companies to record  derivatives  on the balance  sheet as assets or
liabilities,  measured at fair market value.  Gains or losses  resulting  from
changes in the values of those  derivatives are accounted for depending on the
use of the derivative and whether it qualifies for hedge  accounting.  The key
criterion  for  hedge  accounting  is that the  hedging  relationship  must be
highly  effective  in  achieving  offsetting  changes  in fair  value  or cash
flows.  SFAS No. 133 is effective for fiscal years  beginning  after  June 15,
2000.  Management  believes  that the  adoption  of SFAS No.  133 will have no
material effect on the Company's financial statements.

In March 2000, the FASB issued FASB  Interpretation  No. 44,  "Accounting  for
Certain  Transactions  Involving  Stock  Compensation"  ("FIN 44"),  which was
effective   July  1,  2000,   except   that   certain   conclusions   in  this
Interpretation,  which cover specific  events that occur after either December
15, 1998 or January 12, 2000 are  recognized on a prospective  basis from July
1, 2000. This  Interpretation  clarifies the application of APB Opinion 25 for
certain  issues  related to stock issued to  employees.  The Company  believes
its  existing  stock  based  compensation   policies  and  procedures  are  in
compliance with FIN 44, and therefore,  the adoption of FIN 44 had no material
impact on the  Company's  financial  condition,  results of operations or cash
flows.

In December 1999, the Securities and Exchange  Commission ("SEC") issued Staff
Accounting   Bulletin  ("SAB")  101,  which  provides   guidance  on  applying
generally  accepted  accounting  principles  to selected  revenue  recognition
issues.  Management believes that the Company's revenue  recognition  policies
are in accordance with SAB 101.

**Note 2 - Basis of Presentation**

All common  stock share  amounts have been  retroactively  adjusted to reflect
the ratio of shares  issued by the  Company  in  connection  with the  reverse
acquisition  of ITHC (Note 7). The ratio of shares  issued of 5,688.57  shares
of the Company to each share of ITHC stock represents  54,041,397 newly issued
shares and shares to be issued in  exchange  for 9,500  shares of ITHC  common
stock.

All per share amounts  reflect the  37,298,444  shares the Company has a legal
obligation to issue in the future in connection  with the reverse  acquisition
of ITHC,  and have been treated as  outstanding  from the date of  acquisition
(Note 12).

**Note 3 - 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 as follows:

                                               Net             Loss        Stockholders'
                                              Loss           Per Share        Equity
                                           ------------    -------------   -------------

June 30, 2000, as previously reported      $(7,933,186)    $   (.10)       $ 5,693,860

Correction to amortization expense            (332,000)        (.01)          (332,000)
                                           -----------     --------        -----------

June 30, 2000, as adjusted                 $(8,265,186)    $   (.11)       $ 5,361,860
                                           ===========     ========        ===========

The effect of this correction on previously  reported quarterly amounts was as
follows:

                           Net Loss        Loss Per Share      Stockholders' 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
                          ===========          =====             ==========

Three months ended
 December 31, 1999,
 as reported              $  (339,414)         $(.01)            $4,148,413
                          ===========          =====             ==========

Three months ended
 December 31, 1999,
 as adjusted              $  (422,414)         $(.01)            $3,982,413
                          ===========          =====             ==========

Six months ended
 December 31, 1999,
 as reported              $(6,602,089)         $(.23)            $4,148,413
                          ===========          =====             ==========

Six months ended
 December 31, 1999,
 as adjusted              $(6,768,089)         $(.24)            $3,982,413
                          ===========          =====             ==========

Three months ended
 March 31, 2000,
 as reported              $  (519,989)         $(.01)            $3,641,291
                          ===========          =====             ==========

Three months ended
 March 31, 2000
 as adjusted              $  (602,989)         $(.01)            $3,392,291
                          ===========          =====             ==========

Nine months ended
 March 31, 2000,
 as reported              $(7,138,078)         $(.09)            $3,641,291
                          ===========          =====             ==========

Nine months ended
 March 31, 2000
 as adjusted              $(7,371,078)         $(.10)            $3,392,291
                          ===========          =====             ==========

**Note 4 - Property and Equipment**

Property and Equipment consists of the following:
                                                             June 30,
                                                               2000
                                                           -----------

    Furniture and fixtures                                 $    19,063
    Computer equipment                                         137,905
    Equipment                                                  373,281
    Leasehold Improvements                                     180,996
    Software                                                   138,167
                                                           -----------
                                                               849,412
    Less accumulated depreciation                             (363,121)
                                                           -----------

           Total                                           $   486,291
                                                           ===========

**Note 5 - Notes Payable**

Notes payable consists of the following:
                                                                       June 30,
                                                                         2000
                                                                     -------------

8% unsecured promissory notes payable to a
 related entity, principal and interest due
 upon maturity at July 1, 2000.                                      $    200,000

8% unsecured promissory note payable to a
 related entity, principal and interest
 due upon maturity at July 1, 2000.                                       310,000

Subsequent to year-end, the above notes
 were extended to July 1, 2001.

12% secured promissory note payable to a
 related entity,  principal and interest
 due upon maturity at February 12, 2001.                                  315,000
                                                                     ------------
                                                                          825,000

Less current portion                                                     (315,000)
                                                                     ------------

                                                                     $    510,000
                                                                     ============

**Note 6 - Capital Lease Obligations**

The Company leases certain  equipment under  non-cancelable  lease agreements.
The monthly  payments  on these  leases  range from $332 to $7,227,  including
interest,  and these leases expire in various years through 2003. The property
under  capital  leases  as of  June  30,  2000,  has a cost  of  $266,378  and
accumulated depreciation of $185,953.

The future minimum lease payments under capital leases and the net present
values of the future minimum lease payments are as follows:

      Year Ending June 30,                                    Amount
      --------------------                                 -----------

            2001                                               114,417
            2002                                                13,024
            2003                                                 3,372
                                                           -----------
            Total                                              130,813
            Less amount representing interest                  (12,110)
                                                           -----------
            Present value of minimum lease payments            118,703
            Less current portion                              (106,551)
                                                           -----------

            Long-term capital lease obligation             $    12,152
                                                           ===========

**Note 7 - Income Taxes**

Deferred tax  liabilities  and assets are  determined  based on the difference
between the financial  statement  assets and  liabilities and tax basis assets
and  liabilities  using  the tax  rates in  effect  for the year in which  the
differences  occur.  The  measurement  of deferred  tax assets is reduced,  if
necessary,  by the  amount  of any  tax  benefits  that,  based  on  available
evidence, are not expected to be realized.

The  components  of the  provision  for income tax  expense  (benefit)  are as
follows:

                                                              June 30,
                                                      ------------------------
                                                        1999            2000
                                                      ----------     ---------

   Current                                           $      -        $      -
   Deferred                                            (16,531)         16,531
                                                     ---------       ---------

                                                     $ (16,531)      $  16,531

The  deferred  income  tax  assets  and  liabilities   result  primarily  from
differing  depreciation and amortization periods of certain assets,  provision
for doubtful  accounts,  provision  for product  returns and  allowances,  net
operating  loss  carryforwards  and the  recognition  of certain  expenses for
financial  statement  purposes  and not  for tax  purposes.  The  Company  has
approximately  $1,913,000 of net operating  loss  carryforwards,  which expire
through 2020 if unused.

The net current and long-term  deferred tax  liabilities  in the  accompanying
balance sheet include the following items:

                                                                     June 30,
                                                                        2000
                                                                     ---------

   Current deferred tax asset                                        $    9,325
   Current deferred tax liability                                            -
   Valuation allowance                                                   (9,325)
                                                                     ----------

                                                                     $       -
                                                                     ==========

   Long-term deferred tax asset                                      $  713,487
   Long-term deferred tax liability                                          -
   Valuation allowance                                                 (713,487)
                                                                     ----------

                                                                     $       -
                                                                     ==========

Rate Reconciliation

The  reconciliation  of income tax expense  (benefit)  by applying the Federal
statutory rates to the Company's effective income tax rate is as follows:

                                                              June 30,
                                                      ------------------------
                                                        1999            2000
                                                      ----------     ---------

Federal statutory rate                                  (25.0)%        (34.0)%
State tax on income, net of federal income
 tax benefit                                             (3.3)          (3.3)
Nondeductible expenses                                    3.9           28.1
Valuation allowance                                        -             9.4
                                                      ----------     ---------

                                                        (24.4)%          0.2%
                                                      ==========     =========

**Note 8 - 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.

These  customer  databases  were  originally  compiled  in October  1998.  The
databases  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  customer   databases  were  acquired  in
connection  with  the  initial   capitalization  of  ITHC  with  the  customer
databases  being  recorded at $1,300,000  representing  predecessor  cost. The
Company's plans for the  solicitation  process are currently  underway and the
Company entered into an option  agreement with an entity formed by the sellers
of its  customer  databases  (Note 13).  The  agreement  provides  that if the
Company   has  not   been   able  to   establish   at   least   5,000   active
telecommunications  subscribers from the combined databases by March 30, 2001,
the entity will  repurchase the customer  databases from the Company  allowing
the Company to recover its investment in these databases.

Total shares  issued in  connection  with the  acquisition  of these  customer
databases and the initial  capitalization  of ITHC were 2,000  (11,377,137  as
adjusted),  including  500  (2,844,285  as adjusted)  shares  issued to ITC in
connection  with  its  anticipated   backroom  support  function.   The  2,000
(unadjusted)  shares  issued were  recorded at their nominal par value ($.001)
of $20.

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 July 2000.

Cognigen Switching Acquisition

On April 15, 2000,  the Company  purchased the  outstanding  stock of Cognigen
Switching  (f.k.a.   Aquila   International   Telecommunications,   Inc.)  for
2,041,445 shares and $590,000 in previous cash advances to Cognigen  Switching
for a total purchase price of $3,287,397.  This  transaction was accounted for
as a purchase.  Intangible  assets  acquired  are  amortized  over five years.
The results of  operations  have been  included  from the date of  acquisition
forward in the accompanying financial statements.

Purchase Price Allocation and Pro Forma Results

The  combined  aggregate  purchase  price  of  the  Company's  acquisition  of
Cognigen  Switching  $(3,287,397) and Cognigen  $(300,055) have been allocated
to the  assets  acquired  and  liabilities  assumed  based on the fair  market
values on the date of acquisition, as follows:

   Cash                                                     $   34,900
   Accounts receivable                                         318,521
   Property and equipment                                      205,777
   Goodwill - Cognigen                                         213,770
   Goodwill - Cognigen Switching                             3,596,164
   Deposits and other                                          103,719
   Accounts payable                                            (41,910)
   Accrued expenses                                           (408,872)
   Debt                                                       (434,617)
                                                            ----------

                                                            $3,587,452
                                                            ==========

The  following  table  depicts the  unaudited pro forma results of the Company
giving effect to the Company's  two  acquisitions  in 1999 and 2000 as if they
occurred  on  July  1,  1998.  The  unaudited  pro  forma  information  is not
necessarily  indicative  of the results of operations of the Company had these
acquisitions  occurred  at the  beginning  of the years  presented,  nor is it
necessarily indicative of future results.

                                                             Years Ended
                                                               June 30,
                                                      -------------------------
                                                         1999           2000
                                                      -----------   -----------
                                                     (unaudited)

Revenue                                               $ 1,808,939   $ 4,033,864
                                                      ===========   ===========

Net loss                                              $(1,600,073)  $(9,017,938)
                                                      ===========   ===========

Loss per share                                        $      (.05)  $      (.11)
                                                      ===========   ===========

**Note 9 - Stockholders' Equity**Stock Issuances

In connection with certain ITHC executive employment  agreements 11,377,366 as
adjusted  shares of ITHC stock  valued at $30,000 were issued in July 1999 for
services  provided by those key employees.  In addition,  31,286,894 shares of
ITHC stock were issued in  connection  with the  acquisition  of the assets of
Cognigen (Note 7).

During  the  6  months  ended   December  31,  1999,   the  Company   received
subscriptions  for 12,489,102  shares of the Company's  common stock at prices
of $0.38 per share  (11,562,302  shares) and $1.60 per share (926,800  shares)
from  various  persons.  These  shares  were  issued  by March 31,  2000.  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.  These warrants were valued at $347,400
based on a value of $.23 per  warrant.  This fee was  accounted  for as a cost
of the sale of those  common  shares.  The  Company  paid a total of  $727,474
related to the total fee due and other expenses associated with the offering.

Stock Options

In August 1999, the Company issued  32,400,000  options  entitling the holders
to purchase the Company's  common stock at $0.46 per share. The options vested
immediately  and  expire  five  years  from  the  date  issued.  Most of these
options  cannot  be  exercised   until  the  Company  amends  it  articles  of
incorporation  or affects a reverse  split of its common  stock so that it has
sufficient  shares  available for issuance upon the exercise of these options.
26,000,000  of  these  options  were  issued  to  non-employees   for  various
professional  services provided (of which 12,000,000 were issued to a trust of
which the founder is a  beneficiary)  while the remaining  options were issued
to  employees  and  directors.  The Company  has  adopted the  disclosure-only
provisions   of  Statement  of  Financial   Accounting   Standards   No.  123,
"Accounting for Stock-Based Compensation."  Accordingly,  no compensation cost
has been  recognized  for the stock options issued to employees and directors.
$6,022,004  of  compensation  expense  was  recorded  in  connection  with the
options  granted  to  non-employees  based  on a  value  of $.23  per  option.
Assumptions  used in the  valuation of stock  options  include  volatility  of
109%,  3-year lives,  dividend  yield of 0% and a risk-free  rate of 5.5%. The
weighted  average  remaining  lives  are  2.17  years  with  weighted  average
exercise prices of $.46.

The Company  has  adopted  the  disclosure-only  provisions  of  Statement  of
Financial  Accounting  Standards  (SFAS) No. 123,  "Accounting for Stock-Based
Compensation."  Accordingly,  no  compensation  cost has been  recognized  for
stock options issued.  Had  compensation  cost for the Company's stock options
issued  been  determined  based on the fair value at the grant date for awards
consistent  with the  provisions  of SFAS No. 123, the  Company's net loss and
loss per share would have been  increased to the pro forma  amounts  indicated
below:

                                                                  June 30,
                                                        ----------------------------
                                                             1999           2000
                                                        -------------  -------------

Net loss - as reported                                     $(51,283)     $(8,265,180)
Net loss - pro forma                                       $(51,283)     $(9,777,529)
Basic loss per share - as reported                         $   (0.0)     $     (0.11)
Basic loss per share - pro forma                           $   (0.0)     $     (0.12)

**Note 10 - Non-Cash Investing and Financing Activities**

During the year ended June 30, 2000:

The  Company  acquired  net assets of $86,230  and  recorded  goodwill  in the
amount  of  $213,770  by  issuing a note for  $300,000  in  connection  with a
business acquisition (Note 8).

The Company  acquired  the  outstanding  common stock of a business by issuing
2,041,445 shares valued at $2,697,397 and paying cash of $590,000 (Note 8).

During the year ended June 30, 1999:

The  Company   issued   notes   totaling   $1,300,000   in  exchange  for  two
long-distance telephone subscriber databases valued at $1,300,000 (Note 8).

**Note 11 - Operating Leases**

The Company  leases  office  space under  operating  lease  agreements,  which
provide for  aggregate  monthly  payments of $11,274 and expire  through March
2003.

      Year Ending June 30,                                    Amount
      --------------------                                  ---------

               2001                                         $   87,688
               2002                                             62,049
               2003                                             12,514
                                                            ----------

                                                            $  162,251
                                                            ==========

Rent expense under these  operating  leases totaled  $59,478 and $0 during the
years ended June 30, 2000 and 1999, respectively.

**Note 12 - Commitments and Contingencies**Commitments*Employment Agreements*

During the year ended June 30, 2000,  the Company  entered into an  employment
agreement  with  one key  employee.  This  employment  agreement  runs  over a
three-year  period  starting  in  October of 1999 and  provides  for an annual
salary of $125,000.  If the Company  terminates the agreement without cause it
would be obligated to pay all remaining  amounts under the remaining  terms of
the contract.

In August of 2000, the Company entered into additional  employment  agreements
with other key employees.  Under these  agreements,  the employees are paid an
annual salary ranging from $100,000 to $120,000,  receive  bonuses of $100,000
each,  which have been pre-paid and are earned prorata over the two-year terms
of the agreements  and the  agreements  are subject to termination  with cause
(as defined).  If the employee  terminates  the employee's  agreement  without
cause or if the Company  terminates  the  agreement  with cause,  the employee
would be obligated to pay all remaining  amounts due under the remaining terms
of the agreement.

Consulting Agreements

The  Company  also  has  consulting  agreements  with two  individuals,  which
provide for annual  compensation  of $175,000  and  $120,000 and have terms of
four and three years, respectively.

Contingencies

The Company has an  obligation to issue  37,298,444  shares of common stock in
connection  with the  reverse  acquisition  described  in Note 7. The  Company
also has  32,400,000  stock  options and  warrants to purchase up to 1,500,000
shares of the  Company's  common  stock  outstanding.  Currently,  the Company
does not have sufficient  authorized capital to legally issue these additional
common  shares.  The holders of options  and  warrants  and those  entitled to
receive  shares in a second future  closing are aware of the Company's lack of
authorized  capital.   The  Company  is  using  its  best  efforts  to  obtain
shareholder  approval at a meeting of  shareholders to increase the authorized
capital of the Company.  Management  does not believe this condition will have
a material adverse effect as the Company's financial condition.

**Note 13 - Subsequent Events**Investment in Customer Databases

In October 2000, the Company  entered into an option  agreement with an entity
formed by the  sellers  of its  customer  databases  described  in Note 8. The
agreement  provides  that if the  Company  has not been able to  establish  at
least 5,000 active  telecommunication  subscribers from the combined databases
by March 30,  2001,  the  Company  has the  option to  require  the  entity to
repurchase the customer  databases from the Company in an amount not below its
original   investment  in  such  databases  through  the  forgiveness  of  any
outstanding  remaining debt and accrued  interest which totaled  approximately
$604,000 at October  2000,  with the  remainder  of the balance made up by the
return of Company  shares held by the sellers at the then market  value.  This
agreement  was reached in an effort by  management  to protect the Company and
its shareholders  interests in such customer databases.  If the transformation
of at least 5,000 names into active  customers  is not reached by the Company,
the  Company  will  be  able to  recover  its  original  investment  in  these
databases  collectively.  Management  of  the  Company  believes  it  will  be
successful in the  activation  of at least 5,000  customer  names.  Management
believes that the signing of this  agreement was a positive step in protecting
the investment the Company and its  shareholders  have made in acquiring these
databases.

                                    PART III

**Item 9. Directors,  Executive Officers,  Promoters and Control Persons;  Compliance
        with Section 16(a) of the Exchange Act.**

Directors

The name,  position  with us, age of each of our  directors  and the period  during
which each of our directors has served as one of our directors are as follows:

       Name  and Position                Age           Director Since
---------------------------------     ---------       -----------------

Jimmy L. Boswell                          58             September 2000
Executive  Vice President and
Director

Troy D. Carl                              34             September 2000
Vice President of Sales and
Marketing and Director

Darrell H. Hughes                         55             January 2000
Chairman of the Board, President
and Director

David L. Jackson                          62             1990
Senior Vice President of Corporate
and Public Affairs, Secretary
and Director

David G. Lucas                            60             September 2000
Treasurer, Chief Financial Officer
 and Director

Executive Officers

Our  executive  officers  are Jimmy L.  Boswell,  Troy D. Carl,  Darrell H. Hughes,
David L. Jackson and David G. Lucas

Our  executive  officers are normally  appointed  annually at the first  meeting of
our Board of  Directors  held  after  the  annual  meeting  of  shareholders.  Each
executive  officer will hold office until his or her successor  duly is elected and
qualified,  until  his or her  death or  resignation  or  until he or she  shall be
removed in the manner provided by our bylaws.

There are no arrangements or  understandings  between any executive officer and any
other person pursuant to which any person was selected as an executive officer.

**Background****Name of Director or OfficerPrincipal Occupation for Last Five Years**

Jimmy L. Boswell             Mr. Boswell has been our Executive  Vice President  since
                             July 2000, our  Chief Operating Officer since August 1999,
                             one   of  our  directors  since  September  2000, was our
                             President  from  August  1999 to June 2000 and was one of
                             our directors from August 1999 to January 2000. From July
                             1999  to  the  present,  Mr.  Boswell  has  also been the
                             President, Chief Operating Office and a director of ITHC,
                             the net assets of which we acquired in August 1999.  From
                             January  1998  to  the present, Mr. Boswell has also been
                             the President, Chief Executive Officer and a director  of
                             CST, a long distance national and international telephone
                             carrier that we acquired in  April  2000.   From  November
                             1993 to September 1997, Mr. Boswell was the Vice President
                             of  Engineering  and  Chief Technical  Officer  of Gateway
                             U.S.A., Inc., an international telecommunications company.
                             Mr. Boswell graduated with a degree in management from the
                             University of Redlands.

Troy D. Carl                 Mr. Carl has been one of our  directors  since  September
                             2000 and our Vice President of Sales and Marketing  since
                             May 2000.  Mr. Carl was the Vice  President  of Sales and
                             Marketing of our Cognigen  Division from  September  1999
                             to May 2000.  From November 1996 to September  1999,  Mr.
                             Carl  was  a  Senior  Vice  President  of  World  Connect
                             Communications,  Inc. a network marketing company.  Prior
                             thereto Mr.  Carl was an  Assistant  Pastor of  Believers
                             Center of  Albuquerque.  Mr. Carl graduated with a degree
                             in theology from Word of Faith Bible College.

Darrell H. Hughes            Mr.  Hughes has been one of our  directors  since January
                             2000, our Chairman of the Board and President  since July
                             2000  and  our  Chief  Executive  Officer  since  October
                             1999.  From October 1999 to the present,  Mr. Hughes also
                             has been the Chief  Executive  Officer  of ITHC,  the net
                             assets of which we  acquired in August  1999.  From April
                             1997 through  October 1999, Mr. Hughes was Vice President
                             of Sales and Service with AAA  Washington,  an automobile
                             association.  From October 1996 through  March 1997,  Mr.
                             Hughes was the Vice President of Engineering  with ITL, a
                             long  distance  telecom  company.  From June 1996 through
                             October  1996,  Mr.  Hughes  was  a  Manager  of  Program
                             Development   for   Siemens   Communications,   Inc.,   a
                             worldwide    technology   and   communications    systems
                             provider.  From  1995  until  1996,  Mr.  Hughes  was the
                             Director of Sales in the Northwest for Ascom Timeplex,  a
                             provider  of  voice,  video and data  communications.  In
                             September  1993,  Mr. Hughes retired as an executive with
                             GTE,  a local  exchange  carrier.  Mr.  Hughes  graduated
                             with a  bachelors  degree in  liberal  arts and a masters
                             degree in management from the University of Redlands.

David L. Jackson             Mr.  Jackson  has  been  our  Senior  Vice  President  of
                             Corporate and Public Affairs or our Vice  President since
                             August 1999 and our Secretary  since  August 1999 and was
                             our Treasurer from August 1999 to July 2000, our President
                             and Chairman of the Board from 1996 to August 1999,   our
                             Vice President from 1995 to 1996 and our President and the
                             Chairman  of the  Board  from  1990 to 1992.  From  August
                             1999 to the present, Mr. Jackson has also been a director
                             and  the  Secretary  of ITHC,  the net assets of which we
                             acquired in August 1999.  Mr. Jackson has been a licensed
                             real estate  broker in California since 1991.  Mr. Jackson
                             graduated  with  a  bachelor of arts degree from Northwest
                             Nazarene  University  and with a Juris Doctor degree from
                             the University of Denver,  College of Law.  Mr.   Jackson
                             was admitted to practice law in the United States Federal
                             Courts and various state courts. He practiced in Colorado
                             until 1997 when  his name  was  removed  as a result   of
                             disbarment  from  the  list  of  attorneys  authorized to
                             practice  law  in  the  Colorado  Courts. The transaction
                             involved  that  led  to the  disbarment  was the  sale of
                             Mr.  Jackson's  personal  residence wherein he financed a
                             portion of the  purchaser's  down payment as a carry-back
                             loan,  without security  therefor.  Neither the purchaser
                             nor the seller  disclosed  the   carry-back  financing to
                             purchaser's lender. The Colorado Supreme Court determined
                             that Mr. Jackson  had a duty to inform  the   purchaser's
                             lender of the  carry-back  financing, notwithstanding the
                             fact the  purchaser  was not  required to qualify for the
                             primary loan.  Mr.  Jackson is an   arbitrator in dispute
                             resolution  of commercial and labor law.  He has been  on
                             the roster of arbitrators of the  Federal  Mediation  and
                             Conciliation Service of the United States Governmentsince
                             March 1994.

David G. Lucas               Mr. Lucas has been one of our directors  since  September
                             2000,  our  Treasurer  since  July  2000  and  our  Chief
                             Financial  Officer since  December  1999.  From July 1999
                             to the  present,  Mr.  Lucas  also  has  been  the  Chief
                             Financial  Officer and a director of ITHC, the net assets
                             of which we acquired in August  1999.  From April 1998 to
                             the  present,  Mr.  Lucas has been the Vice  President of
                             Finance   of   CST,   a  long   distance   national   and
                             international  telephone  carrier  that  we  acquired  in
                             April  2000.  From  July 1997  through  March  1998,  Mr.
                             Lucas was the Controller  for U.S.  Filter Corp., a water
                             treatment  company.  From 1994 to July  1997,  Mr.  Lucas
                             was the  Controller for Gateway  U.S.A.,  a long distance
                             national and international  telephone carrier.  Mr. Lucas
                             graduated  with a bachelor of science  degree in business
                             administration  from  Wayne  State  University  and  is a
                             certified public accountant.

**Directorships**

None of our  directors  is a director of any other  entity that has its  securities
registered  pursuant to Section 12 of the  Securities  Exchange Act of 1934 or that
is subject to the requirements of Section 15(d) of the 1934 Act.

**Consultant**

Kevin E.  Anderson is not one of our  executive  officers but makes and is expected
to make a significant  contribution to our business.  Mr. Anderson,  who is 49, has
been a  consultant  to us and our  Board of  Directors  since  August  1999 and the
founder and  President  of Cognigen  Corporation  since 1999.  Mr.  Anderson may be
deemed to control us. Mr.  Anderson  graduated  from the  University  of California
at Los Angeles.

**Section 16(a) Beneficial Ownership Reporting Compliance**

Section  16(a) of the  Securities  Exchange  Act of 1934  requires our officers and
directors  and  persons  who  beneficially  own more  than  10% of our  outstanding
common  stock to file  reports of  beneficial  ownership  with the  Securities  and
Exchange Commission and to furnish us with copies of the reports.

Based solely on a review of Forms 3, 4 and 5 and  amendments  thereto  furnished to
us during our fiscal year ended June 30,  2000,  the persons who were either one of
our  directors  or  officers  who  beneficially  owned  more than 10% of our common
stock who failed to file on a timely  basis  reports  required by Section  16(a) of
the  Securities  Exchange  Act of 1934 were:  Jimmy L. Boswell who failed to timely
file a Form 3 and  failed to timely  file  three  Forms 4, in each of which  Form 4
one  transaction  was  reported;  Darrell H.  Hughes who failed to timely  file two
Forms 4, in each of which  one  transaction  was  reported;  ITHC  which  failed to
timely file a Form 3 and two Forms 4, in each of which Form 4 one  transaction  was
reported;  David L.  Jackson  who failed to timely  file one Form 4 in which  three
transactions  were  reported and two Forms 4 in each of which one  transaction  was
reported;  and  David G.  Lucas who  failed to timely  file one Form 4 in which one
transaction  was  reported.  We are also aware  that CTC,  Kevin E.  Anderson,  the
Anderson  Family  Trust #1 and Peter  Tilyou may have been  delinquent  in filing a
Form 3 and one or more Forms 4 during our fiscal year ended June 30, 2000.

**SIGNATURES**

      In accordance  with Section 13 or 15(d) of the Exchange  Act, the  registrant
has caused  this  report to be signed on its behalf by the  undersigned,  thereunto
duly authorized.

Dated:  January 31, 2001
                                          **COGNIGEN NETWORKS, INC.**

                                          /s/ Darrell H. Hughes
                                          -----------------------------------------
                                          Darrell  H.   Hughes,   Chairman  of  the
                                          Board,   President  and  Chief  Executive
                                          Officer

                                          /s/ David G. Lucas
                                          -----------------------------------------
                                          David G. Lucas
                                          Treasurer,  Chief  Financial  Officer and
                                          Principal Accounting Officer

      In  accordance  with the  Exchange  Act,  this  report has been signed by the
following  persons on behalf of the  registrant  and in the  capacities  and on the
dates indicated.

      **SIGNATURE                           TITLE             DATE**
     ----------------------             ---------------   ------------------

      /s/ Jimmy L. Boswell
      Jimmy L. Boswell                    Director          January 31, 2001

      /s/ Troy D. Carl
      Troy D. Carl                        Director          January 31, 2001

      /s/ Darrell H. Hughes
      Darrell H. Hughes                   Director          January 31, 2001

      /s/ David L. Jackson
      David L. Jackson                    Director          January 31, 2001

      /s/ David G. Lucas
      David G. Lucas                      Director          January 31, 2001
```