##### Table of Contents

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

FORM
10-KSB/A

|[X] |  | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- |  | ------------------------------------------------------------------------------------

For the
fiscal year ended June 30, 2006

|[   ] |  | 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                                   |  | 
|(State or other jurisdiction of            |  | 
|incorporation or organization)             |  | 
|6405 - 218th Street, S.W., Suite 305       | 
|Mountlake Terrace, Washington              |  | 
|(Address of principal executive offices)   |  | 
|Issuers telephone number:  (425) 329-2300 | 

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 is not required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act. [   ]

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. _____

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

State
issuers revenue for its most recent fiscal year:  $10,107,398

The
aggregate market value of the voting and non-voting common equity held by
non-affiliates at September 13, 2006, computed by reference to the last sale
price of $0.12 per share on the OTC Bulletin Board, was $713,522.

The
number of shares outstanding of each of the issuers classes of common
equity on September 13, 2006 was 10,000,000.

Documents
Incorporated by Reference

The
information required by Items 9 through 12 and Item 14 is incorporated by
reference to our definitive proxy statement or definitive information statement
that we plan to file in connection with our next Annual Meeting of Shareholders
involving the election of directors. We plan to file the definitive proxy or
definitive information statement with the Commission on or before October 30,
2006. If not, we will file an amendment to this Form 10-KSB to add such
information.

Transitional
Small Business Disclosure Format     Yes    [   ]     No  [X]





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TABLE OF CONTENTS



|         |  | PAGE NO.                                                                                                      
|-------- |  | --------------------------------------------------------------------------------------------------------------
|PART I   |  | *                                                                                                             
|         |  |                                                                                                               
|Item 1   |  | Description of Business                                                                                       
|         |  |                                                                                                               
|Item 2   |  | Description of Property                                                                                       
|         |  |                                                                                                               
|Item 3   |  | Legal Proceedings                                                                                             
|         |  |                                                                                                               
|Item 4   |  | Submission of Matters to a Vote of Security Holders                                                           
|         |  |                                                                                                               
|PART II  |  | *                                                                                                             
|         |  |                                                                                                               
|Item 5   |  | Market for Common Equity and Related Stockholder Matters                                                      
|         |  |                                                                                                               
|Item 6   |  | Managements Discussion and Analysis or Plan of Operation                                                     
|         |  |                                                                                                               
|Item 7   |  | Financial Statements                                                                                          
|         |  |                                                                                                               
|Item 8   |  | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure                          
|         |  |                                                                                                               
|Item 8A  |  | Control and Procedures                                                                                        
|         |  |                                                                                                               
|Item 8B  |  | Other Information                                                                                             
|         |  |                                                                                                               
|PART III |  | 3                                                                                                             
|         |  |                                                                                                               
|Item 9   |  | Directors, Executive Officers, Promoters and Control Persons;Compliance with Section 16(a) of the Exchange Act
|         |  |                                                                                                               
|Item 10  |  | Executive Compensation                                                                                        
|         |  |                                                                                                               
|Item 11  |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                
|         |  |                                                                                                               
|Item 12  |  | Certain Relationships and Related Transactions                                                                
|         |  |                                                                                                               
|Item 13  |  | Exhibits                                                                                                      
|         |  |                                                                                                               
|Item 14  |  | Principal Accountant Fees and Services                                                                        
|         |  |                                                                                                               

* The
information required by Parts I and II, Items 1 through 8, was set forth in our
Annual Report on Form 10-KSB that was filed on October 13, 2006. This 10-KSB/A
contains only that information required by Part III, Items 9 through 14, of Form
10-KSB and does not otherwise amend, modify or alter, in any manner, our Annual
Report on Form 10-KSB as previously filed on October 13, 2006 and the
information set forth therein.

2



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PART III

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

# Current
Directors

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

|Name and Position              | Age | Director Since
|------------------------------ | --- | --------------
|Gary L. Cook                   |     | 48            
|                               |     |               
|David L. Jackson (1)(2)        |     | 68            
|                               |     |               
|Christopher R. Seelbach (3)(4) |     | 67            
|                               |     |               
|James H. Shapiro (1)           |     | 68            
|                               |     |               

|(1) |  | Member
of our Compensation Committee.
|--- |  | -------------------------------------

|(2) |  | Member
of our Executive Committee.
|--- |  | ----------------------------------

|(3) |  | Chairman
and Sole Member of our Audit Committee.
|--- |  | ------------------------------------------------

|(4) |  | Christopher
R. Seelbach has been determined by our Board of Directors to be the financial expert on
our  Audit Committee.  Christopher R. Seelbach is independent within the meaning of Rules
4200(a) and 4350(d) of  the NASDAQ Stock Market.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Gary
Cook has been our Acting President and Chief Executive Officer since October 2005, one of
our directors since October 2002, our Secretary since April 2004, and our Chief
Financial Officer and Treasurer since March 2003. Mr. Cook was our Senior Vice President
from March 2003 until September 2005 and one of our directors from October 2002 until
March 2003. From June 2002 to March 2003, Mr. Cook was an independent financial
consultant. From February 1998 to June 2002, Mr. Cook was the Secretary and Treasurer of
eVision International, Inc., and was Chief Financial Officer of eVision International,
Inc. from September 1998 to June 2002. From 1998 to June 2002, Mr. Cook was Chief
Financial Officer, Treasurer and a director of American Frontier Financial Corporation, a
wholly-owned subsidiary of eVision International, Inc. American Frontier Financial
Corporation filed for Bankruptcy in October 2001. The bankruptcy filing was dismissed in
April 2002. From 1994 to 1996, Mr. Cook was principal of a small business venture in
which he had majority ownership, and from 1982 to 1994, he was an auditor with KPMG,
LLP. Mr. Cook graduated from Brigham Young University.

David
L. Jackson has been one of our directors since February 1995, and was our Senior Vice
President of Corporate and Public Affairs or our Vice President from August 1999 to
April 2004, our Secretary from August 1999 to April 2004, 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 March 2002, Mr. Jackson was a director and the Secretary of
Inter-American Telecommunications Holding Corporation, 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 from Northwest Nazarene University and from
the University of Denver, College of Law. Mr. Jackson is an arbitrator in dispute
resolution of commercial and labor law. He was on the roster of arbitrators of the
Federal Mediation and Conciliation Service of the United States Government from March
1994 to October 2002.

3



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Christopher
R. Seelbach has been one of our directors since August 2001 and our Chairman since
December 2004. From 1985 to the present, Mr. Seelbach has been President of Seelbach
Associates LLC, a management consulting firm. At various times from 1998 through May
2001, Mr. Seelbach served as a consultant, director, Chief Operating Officer and acting
Chief Financial Officer of CallNOW.com, Inc., a telecommunications company. From 1994 to
1998, he was an independent consultant, and served as President and Chief Executive
Officer of Belcom, Inc., a COMSAT international telecommunications investment, and
President of Skysat Communications Corporation, a wireless telecommunications systems
development company. From 1992 to 1994 Mr. Seelbach was a director and Chief Operating
Officer of Viatel, Inc., an international telecommunications company. Prior to 1992, he
was a venture capitalist with Exxon Enterprises and a consultant with McKinsey & Company.
Mr. Seelbach graduated from the United States Naval Academy and received an M.B.A. from
Columbia University.

James
H. Shapiro has been one of our directors since October 2002. Since 1995 Mr. Shapiro has
been the Chief Executive Officer of Windermere Services Company, a company that provides
real estate services. Mr. Shapiro graduated from the University of Washington.

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  Securities Exchange Act of 1934.

# Executive
Officers

Gary
L. Cook is one of our executive officers, as more particularly described above under the
section titled  Current Directors.

Effective
July 18, 2006, Richard L. Eberhardt, 49, was appointed as our Senior Vice President for
Business  Development, Marketing and Operations. Mr. Eberhardt joined us as a conusltant
in June 2006. From June 2003 until  August 2006, Mr. Eberhardt served as the President
and COO of Transpacific Telecom of San Diego. From 2001 to  2003, Mr. Eberhardt served as
the Senior Vice President of Marketing and Business Development at Acceris
Communications, Inc.  From 1989 to 2001, Mr. Eberhardt was the Senior Vice President for
Retail Sales and Marketing  at World x Change, the predecessor to Acceris Communications,
Inc. Mr. Eberhardt majored in Business  Administration at California State University
 Fullerton.

On
July 7, 2006, Carl L. Silva, Jr., 44 became the President of Cognigen Business Systems,
Inc. (CBSi)  which  we aquired full ownership of in early September 2006.  Mr. Silva has
been the managing partner of Anza  Borrego Partners, Inc. since April 2005, its
inception.  Prior to that, he was with SAICs Converged Network  Professional
Services initiative for Next Generation information Networking (NGiN) for over eight
years and prior  to that with Telcordia Technologies IGCS business unit For over
five years.  Mr. Silva has a BS in Mathematics  and Computer Science, College of
Engineering and Physical Sciences, University of New Hampshire, and attended  Stanford
and Wharton Executive Education courses on Product Management, Marketing, and Finance.

Our
executive officers  are elected  annually at the first  meeting of the Board of
Directors held after  each 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.

4



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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.

# 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 the Forms 3, 4 and 5 and amendments thereto furnished to us during
our fiscal  year ended June 30, 2006, the persons who were either one of our directors or
officers or 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:  Kevin E. Anderson, the Anderson Family Trust and Peter Tilyou, as trustee  of
the Anderson Family Trust, all of whom may have failed to file their respective Forms 4
or Forms 5 during our  fiscal year ended June 30, 2006; Stanford Venture Capital
Holdings, Inc. and Stanford Financial Group Company,  Inc., who may have failed to file
their respective Forms 3, Forms 4, or Forms 5 during our fiscal  year ended  June 30,
2006; and Mohammed I. Marafie and Al Nour International Holding Co. who may have failed
to file their  respective Forms 3, Forms 4 or Forms 5 during our fiscal year ended June
30, 2006.

# Code of
Ethics

Our
Board of Directors has adopted a written Code of Business Conduct and Ethics that applies
to our  principal executive officer, principal financial officer, principal accounting
officer or controller, or persons  performing similar functions.  We will provide to any
person, without charge, upon request, a copy of our Code of  Business Conduct and Ethics
upon written request sent via mail to our principal executive office, 6405 218th  Street,
S.W., Suite 305, Mountlake Terrace, WA 98043, or pursuant to a request sent via e-mail
through our  internet website at http://www.cognigen.com, using the weblinks About
Us and Investor Relations and Corporate  Contact Information.

# Audit
Committee

Our
Board of Directors has established a separately designated standing Audit Committee.  The
sole member  and chairman of our Audit Committee is  Christopher R. Seelbach.  Mr.
Seelbach has been determined by our  Board of Directors to be a financial expert as
that term is defined pursuant to Item 407(d) of Regulation S-B,  and independent within
the meaning of Rules 4200(a) and 4350(d) of the NASDAQ Stock Market.  Our independent
accountants are responsible for performing an independent audit of our consolidated
financial statements in  accordance with auditing standards generally accepted in the
United States of America and issuing an independent  accountants report on our
financial statements. The Audit Committee reviews with our management our consolidated
financial statements, reviews with the independent accountants their independent
accountants report, and reviews  the activities of the independent accountants.
Our Audit Committee is governed by a written Audit Committee  Charter that has been
adopted by our Board of Directors.  As more particularly set forth in our Audit Committee
Charter, our Audit Committee has sole authority to (i) select, evaluate, terminate and
replace our independent  accountants; (ii) approve in advance all audit and non-audit
engagement fees and terms with our independent  accountants; and (iii) review the
activities, plan, scope of authority, organizational structure and  qualifications of any
persons overseeing our accounting and financial reporting processes and the audits of our
financial statements.  Our Audit Committee also considers the adequacy of our internal
controls and accounting  policies. 5



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Item 10.   
Executive Compensation

# Executive
Compensation

The
following table provides certain information pertaining to the compensation paid by us
and our  subsidiaries during our last three fiscal years for services rendered by any
person who served as our Chief  Executive Officer during any part of the fiscal year
ended June 30, 2006 and the persons who were our most highly  compensated executive
officers at the end of the fiscal year ended June 30, 2006 and who received annual salary
and bonus in excess of $100,000:

# Summary
Compensation Table

|                   | Annual Compensation | Long Term Compensation |  |           |     |   |  |       
|------------------ | ------------------- | ---------------------- |  | --------- | --- | - |  | ------
|
|
|Gary L. Cook       |                     | 2006                   |  | $164,000  |     |  |  |      
|Acting  Chief      |                     | 2005                   |  | $172,228  | (b) |  |  |      
|Executive Officer, |                     | 2004                   |  | $155,785  |     |  |  |      
|Acting President;  |                     |                        |  |           |     |   |  |       
|Chief Financial    |                     |                        |  |           |     |   |  |       
|Officer, Secretary |                     |                        |  |           |     |   |  |       
|and Treasurer(a)   |                     |                        |  |           |     |   |  |       
|                   |                     |                        |  |           |     |   |  |       
|Thomas S. Smith    |                     | 2006                   |  | $  61,127 |     |  |  | $2,000
|Chief Executive    |                     | 2005                   |  | $199,999  |     |  |  | (d)  
|Officer and        |                     | 2004                   |  | $  99,999 | (c) |  |  | (d)  
|President From     |                     |                        |  |           |     |   |  |       
|December 2003      |                     |                        |  |           |     |   |  |       
|through September  |                     |                        |  |           |     |   |  |       
|2005               |                     |                        |  |           |     |   |  |       

|(a) |  | Mr. Cook has been our Acting President and Chief Executive Officer since
September 2005, our Secretary since April 2004, and our Chief Financial Officer
and Treasurer since March 2003.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Includes deferred salary of $8,215 for the period November 2003 through January
2004 that was paid in fiscal 2005.
|--- |  | ------------------------------------------------------------------------------------------------------------------

|(c) |  | Mr. Smith was an employee for the first six months of fiscal 2004 which ended
June 30, 2004; for the fiscal year ended June 30, 2005 and for the fiscal
quarter that ended September 30, 2005.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | Does not include any amounts paid to Mr. Smith and law firms affiliated with Mr.
Smith. See Item 12  Certain Relationships and Related Transactions, below,
regarding amounts paid to Mr. Smith and law firms affiliated with Mr. Smith. It
does include director fees of $2,000 received after Mr. Smith resigned as Chief
Executive Officer.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6



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The
following table provides information regarding stock options granted during the
fiscal year ended June 30, 2006 to the individuals named in the Summary
Compensation Table:

|                       | Option/SAR Grants in Fiscal Year Ended June 30, 2006 |         |     |    
|---------------------- | ---------------------------------------------------- | ------- | --- | ---
|
|Gary L. Cook           |                                                      | 200,000 | (a) | 60%
|Acting Chief           |                                                      |         |     |    
|Executive Officer,     |                                                      |         |     |    
|Chief Financial        |                                                      |         |     |    
|Officer, Secretary and |                                                      |         |     |    
|Treasurer              |                                                      |         |     |    
|                       |                                                      |         |     |    
|Thomas S. Smith        |                                                      |        |     |   
|Chief Executive        |                                                      |         |     |    
|Officer and President  |                                                      |         |     |    
|From December 2003     |                                                      |         |     |    
|through September      |                                                      |         |     |    
|2005                   |                                                      |         |     |    
|                       |                                                      |         |     |    

|(a) |  | These
options were granted in connection with Mr. Cooks services as our Chief Financial
Officer and our  acting Chief Executive Officer and Acting Pesident.  These options vest
over three years.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No
options to purchase our common stock were exercised by the individuals named in the
Summary Compensation  Table during our fiscal year ended June 30, 2006. The following
table provides information with respect to the  unexercised options to purchase our
common stock held by the individuals named in the Summary Compensation Table  as of June
30, 2006:

# Aggregated
Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

|Name                  | Number of Securities UnderlyingUnexercised Options/SARs at FY-End (#)Exercisable/Unexercisable | Value of Unexercised In-the-MoneyOptions/SARs at FY-End ($)Exercisable/Unexercisable(a)
|--------------------- | ---------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------
|Gary L. Cook          |                                                                                                | 130,000/200,000                                                                        
|Chief Executive       |                                                                                                |                                                                                        
|Officer, Chief        |                                                                                                |                                                                                        
|Financial Officer,    |                                                                                                |                                                                                        
|Secretary and         |                                                                                                |                                                                                        
|Treasurer             |                                                                                                |                                                                                        
|                      |                                                                                                |                                                                                        
|Thomas S. Smith       |                                                                                                | 150,000/50,000                                                                         
|Chief Executive       |                                                                                                |                                                                                        
|Officer and President |                                                                                                |                                                                                        
|From December 2003    |                                                                                                |                                                                                        
|through September     |                                                                                                |                                                                                        
|2005                  |                                                                                                |                                                                                        
|                      |                                                                                                |                                                                                        

|(a) |  | The
closing price per share on June 30, 2006 was $0.11 per share.  The options held by Gary
L. Cook are  exercisable at $0.36 per share as to 120,000 shares, $0.52 per share as to
10,000 shares, $0.71 and $0.10 per  share as to 200,000 shares.  The options held by
Thomas S. Smith are exercisable at $0.23 per share.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7



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# Compensation
of Directors

Our
directors were reimbursed for reasonable out of pocket expenses incurred related to Board
duties  assigned in connection with attending board meetings. The non-employee directors
are compensated at a rate of  $1,000 per month and $500 per day per meeting attended in
person and are paid $100 per month for serving as  chairman of one of our Audit and
Compensation Committees. In addition, our Chairman of the Board is paid $500 per  month
for serving in that capacity.

For
the period from July 1, 2005 to June 30, 2006, we paid or accrued for David L. Jackson
$14,000 in  directors fees and for serving on our Compensation Committee.

For
the period from July 1, 2005 to June 30, 2006, we paid to or accrued for Christopher R.
Seelbach $28,600  in directors fees, for serving as our Chairman of the Board and
for serving as the sole member and Chairman of  our Audit Committees. We also paid Mr.
Seelbach $114 and $104, respectively, in commissions during our fiscal  years ended June
30, 2006 and 2005, respectively.

For
the period of time from July 1, 2005, through June 30, 2006, we paid to or accrued for
James H. Shapiro  $13,600 in directors fees and for serving on our Compensation
Committee.

For
the period of time from February 1, 2006, through June 30, 2006, we paid to or accrued
for Roy Banks  $5,000 in directors fees.

# Employment
Agreements

We
have no employment agreements with anyone and have no change-in-control plans or
arrangements for anyone.

Item 11.   
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.

# Security
Ownership of Certain Beneficial Owners and Management

The
following table sets forth, as of September 30, 2006, the number of shares of our
outstanding common  stock beneficially owned by each of our current directors, sets forth
the number of shares of our outstanding  common stock beneficially owned by all of our
current executive officers and directors as a group, and sets forth  the number of shares
of our outstanding common stock owned by each person who owned of record, or was known to
own beneficially, more than five percent of the outstanding shares of our common stock.
Beneficial ownership is  determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934. In computing the number of  shares beneficially owned by a person
or a group and the percentage ownership of that person or group, shares of  our common
stock subject to options or warrants currently exercisable or exercisable within 60 days
after the  date of this report are deemed outstanding, but are not deemed outstanding for
the purpose of computing the  percentage ownership of any other person. As of
September30, 2006, we had 10,000,000 shares of common stock  outstanding:

8



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##### Table of Contents

|Name and Address                   | Amount and Nature ofBeneficial Ownership(a) | Percent of Class
|---------------------------------- | ------------------------------------------- | ----------------
|Gary L. Cook                       |                                             | 430,000         
|6405  218th Street, Suite 305     |                                             |                 
|Mountlake terrace, WA 98043        |                                             |                 
|                                   |                                             |                 
|David L. Jackson                   |                                             | 313,639         
|P.O. Box 1443                      |                                             |                 
|Lafayette, CA 94549                |                                             |                 
|                                   |                                             |                 
|Christopher R. Seelbach            |                                             | 70,000          
|44 Woodcrest Avenue                |                                             |                 
|Short Hills, NJ 07078              |                                             |                 
|                                   |                                             |                 
|James H. Shapiro                   |                                             | 55,188          
|5424 Sand Point Way, N.E           |                                             |                 
|Seattle, WA 98105                  |                                             |                 
|                                   |                                             |                 
|All current executive officers and |                                             | 2,114,855       
|directors as a group (6 persons)   |                                             |                 
|                                   |                                             |                 
|Cognigen Corporation               |                                             | 25,250          
|2608 Second Avenue, Suite 555      |                                             |                 
|Seattle, WA 98121                  |                                             |                 
|                                   |                                             |                 
|Anderson Family Trust              |                                             | 1,158,505       
|2608 Second Avenue, Suite 555      |                                             |                 
|Seattle, WA 98121                  |                                             |                 
|                                   |                                             |                 
|Kevin E. Anderson                  |                                             | 1,158,505       
|827 Union Pacific Blvd             |                                             |                 
|PMB 71-374                         |                                             |                 
|Laredo, TX 78045-9452              |                                             |                 
|                                   |                                             |                 
|Peter Tilyou                       |                                             | 1,158,505       
|2608 Second Avenue, Suite 555      |                                             |                 
|Seattle, WA 98121                  |                                             |                 
|                                   |                                             |                 
|R. Allen Stanford                  |                                             | 1,250,000       
|5050 Westheimer                    |                                             |                 
|Houston, TX 77056                  |                                             |                 
|                                   |                                             |                 
|Mohammed I. Marafie                |                                             | 1,050,621       
|P.O. Box 104                       |                                             |                 
|Safat 13002 Kuwait                 |                                             |                 
|                                   |                                             |                 
|Anza Borrego Partners, Inc.        |                                             | 1,246,028       
|14902 Quail Valley Way             |                                             |                 
|El Cajon, CA 92021                 |                                             |                 
|                                   |                                             |                 

|(a) |  | Except as indicated below, each person has sole and voting and/or investment
power over the shares listed.
|--- |  | ----------------------------------------------------------------------------------------------------------

|(b) |  | Includes 130,000 shares underlying presently exercisable options.
|--- |  | -----------------------------------------------------------------

|(c) |  | Includes
30,000 shares underlying presently exercisable options.
|--- |  | ----------------------------------------------------------------

|(d) |  | Includes 55,000 shares underlying presently exercisable options.
|--- |  | ----------------------------------------------------------------

|(e) |  | Includes
55,000 shares underlying presently exercisable options.
|--- |  | ----------------------------------------------------------------

9



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##### Table of Contents

|(f) |  | Includes the 270,000 shares underlying the presently exercisable options
specified in footnotes (b) through (e) above and the shares held by Anza Borrego
Partners, Inc., which is an entity controlled by one of our executive officers,
Carl L. Silva, who may be deemed to beneficially own such shares.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) |  | Kevin E. Anderson and members of his family are the beneficiaries of the
Anderson Family Trust , which owns approximately 98.9% of the outstanding common
stock of Cognigen Corporation. Mr. Anderson may be deemed to beneficially own
the 25,250 shares of the common stock owned by Cognigen Corporation
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) |  | The information pertaining to the shares of common stock owned by the Anderson
Family Trust and Cognigen Corporation is based on our shareholder records.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) |  | Kevin
E.  Anderson and members of his family are the  beneficiaries  of the Anderson Family
Trust.  Kevin E.  Anderson may be deemed to beneficially own the shares of the owned by
the Anderson Family Trust.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(j) |  | Includes the shares owned by the Anderson Family Trust and Cognigen Corporation,
all of which may be deemed to be beneficially owned by Peter Tilyou. Mr. Tilyou
is the sole trustee, but not a beneficiary, of the Anderson Family Trust.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(k) |  | Includes 400,000 shares of our common stock and 500,000 shares of our common
stock that may be issued upon conversion of our 8% Convertible Preferred Stock,
all owned by Stanford International Bank Limited. Also, includes 350,000 shares
underlying presently exercisable warrants owned by Stanford Financial Group
Company, Inc. Stanford International Bank Limited and Stanford Financial Group
Company, Inc. may be deemed to be controlled by R. Allen Stanford. The
information pertaining to these shares is based on a Schedule 13D filed by
Stanford Financial Group Company, Inc. and our shareholder records.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(l) |  | Our shareholder records indicate that Mohamed Ibrahim Marafi owns 148,686 shares
of our common stock, that Mohammed I. Marafie owns 250,000 shares of our common
stock and that Al Nour International Holding Co. owns 651,935 shares of our
common stock. We believe that Mohammed I. Marafie is or was the Chairman and the
Managing Director of Al Nour International Holding Co. However, neither Mohammed
Ibrahim Marafi, Mohammed I. Marafie nor Al Nour International Holding Co. have
filed a Schedule 13D or any Forms 3, 4 or 5 with the United States Securities
and Exchange Commission. Therefore, we are unable to determine what number of
our shares are beneficially owned by such persons. If they are all beneficially
owned by Mohammed I. Marafie, he will be deemed to beneficially own
approximately 10.5% of our outstanding common stock.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item
12.   Certain Relationships and Related Transactions.

Loans
to Officers and Directors

Our
policies prohibit loans to directors, officers and employees. There were no such
loans outstanding at any time during the year ended June 30, 2006.

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

On
December 7, 2001, the Company closed a transaction in which it purchased, or
redeemed, 2,712,500 shares of the Companys common stock from the Anderson
Family Trust. The Anderson Family Trust (AFT) delivered shares from
those owned by Cognigen Corporation, a company 98.9% owned by AFT, to satisfy
its obligation pursuant to the transaction. Kevin E. Anderson and members of his
family are the beneficiaries of AFT. Kevin E. Anderson may be deemed to
beneficially own the shares of our common stock owned by AFT. As consideration
for the return of the 2,712,500 shares to us, among other consideration, the
Company transferred to Cantara Communications Corporation (Cantara),
an affiliate of Kevin E. Anderson, the rights to become the up-line for our
current accounts and thereby be entitled to commissions, fees and bonuses on our
current customer accounts, with a commission not to exceed 12%, which
commissions were agreed to be capped by Cantara through December 31, 2002. The
amount of commissions, fees and bonuses that Cantara is entitled to is totally
contingent upon the generation of sales by it and its down line agents and
payment for the products and services sold by our customers and vendors. The
sales are generated either directly by Cantara and/or its down-line sub-agents.
For the years ended June 30, 2006 and 2005, the Company paid Cantara $511,124
and $527,709 in commissions, respectively. In addition, as a part of the
transaction, the Companys agreement with Kevin E. Anderson Consulting,
Inc., pursuant to which the Company paid Kevin E. Anderson Consulting, Inc.
consulting fees of $14,583 per month, was cancelled and Kevin E. Anderson was
retained through March 31, 2003 at the rate of $1,000 per month to provide up to
20 hours telecommuting consulting services to the Company per month.

10



---

##### Table of Contents

In
March 2003 the Company entered into a separate consulting agreement with Kevin
E. Anderson Consulting, Inc to provide expanded consulting and
technical/administrative services. For the years ended June 30, 2006 and June
30, 2005, the Company paid Kevin E. Anderson Consulting, Inc. $54,980 and
$48,000, respectively, pursuant to the consulting agreement. For the years ended
June 30, 2006 and June 30, 2005, Cognigen also paid members of Kevin E.
Andersons family $54,610 and $58,460 in agent commissions, respectively.

On
December 9, 2005, the Company entered into an agreement, as amended, with AFT
and Cantara (the Cantara Purchase Agreement). Under the Cantara
Purchase Agreement, the Company has paid the AFT a total of $135,000 as of June
30, 2006 and the Stock Redemption Agreement will terminate if the Company pays
AFT a total of $1,500,000 by March 15, 2011 pursuant to a schedule set forth in
the Cantara Purchase Agreement, as amended. The next payments due are on October
15, 2006, November 15, 2006 and December 15, 2006 of $5,000 each. Payments
during subsequent months increase until all payments totaling $1,550,000 by
March 15, 2011 are made. AFT continues to receive 100% of commission revenue due
to the Cantara agency until December 29, 2006, if all required payments are
made, at which time the Company will begin receiving 10% of commission due.
Thereafter, the percentage that the AFT receives reduces as the Company makes
additional payments. The Company has the right to prepay any unpaid amounts due
at anytime and stop all payments to the AFT under the Stock Redemption
Agreement.

Combined
Telecommunications Consultancy, Ltd. Agreement

The
Company previously had an agreement with Combined Telecommunications
Consultancy, Ltd. (CTC), of which slightly less than 35% is owned by
Peter Tilyou, the sole trustee of the AFT, pursuant to which CTC received a
percentage of a transaction if CTC introduced a transaction to the Company and
was paid a consulting fee of $150 per hour for providing consulting services to
the Company. Although this agreement was not formally renewed, it is the
Companys intentions to pay CTC under the same structure for any services
rendered to the Company. During the fiscal years ending June 30, 2006 and June
30, 2005, the Company paid CTC $0 and $6,250, respectively, in consulting fees.
The foregoing amounts include up to $5,000 that the Company reimbursed CTC for
expenses CTC incurred in performing services on its behalf.

Payments
to Former Chief Executive Officer

Thomas
S. Smith resigned as the Companys Chief Executive Officer in September
2005. After Mr. Smith resigned, the Company had an oral agreement with Thomas S.
Smith pursuant to which the Company retained Mr. Smith or any law firm with
which he became associated with to provide certain legal services to the Company
on a monthly retainer of $12,500 per month. The agreement was terminable upon 60
days by written notice by either party which notice was given by the Company to
Mr. Smith on December 22, 2005. After February 22, 2006, the Company continued
to use law firms with which Mr. Smith was associated for legal services which
amounted to $59,821 through June 30, 2006. Mr. Smith also received $2,000 in
directors fees after his resignation as the Companys Chief Executive
Officer.

11



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##### Table of Contents

Item 13.   
Exhibit

Exhibits
and Index of Exhibits.

# EXHIBIT NO.
                 DESCRIPTION AND METHOD OF FILING

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

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

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

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

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

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

|3.6 |  | Bylaws
as amended through May 17, 2005, (incorporated by reference to Exhibit  3.2 to our
Current Report on Form 8-K filed on May 19, 2005).
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

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

|10.2 |  | Form
of Option to Purchase Common Stock (incorporated by reference to Exhibit  10.7 to our
Annual Report on Form 10-KSB for the year ended June 30, 2000).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 |  | 2001
Incentive and Nonstatutory Stock Option Plan (incorporated by reference to  Exhibit 10 to
our Quarterly Report on Form 10-QSB for the quarter ended March  31, 2001).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 |  | Stock
Redemption Agreement dated November 30, 2001 between us, the Anderson  Family Trust,
Cantara Communications Corporation, Kevin E. Anderson Consulting,  Inc. (without Exhibits
A and B) (incorporated by reference to Exhibit 10.1 to  our Current Report on Form 8-K
filed on December 20, 2001).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12



---

##### Table of Contents

|10.5 |  | Transitional
Supplemental Consulting Engagement letter dated July 11, 2002,  between us and Kevin E.
Anderson Consulting, Inc. (incorporated by reference to  Exhibit 10.10 to our Annual
Report on Form 10-KSB for the year ended June 30,  2002).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|10.8 |  | Extension
of Modified Supplemental Consulting Engagement Agreement dated  February 9, 2004 between
us and Kevin Anderson Consulting, Inc. (incorporated by  reference to Exhibit 2.1 to our
Quarterly Report on Form 10-QSB for the Quarter  ended December 31, 2003).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.9 |  | Amendment
dated September 9, 2004, to Consulting Engagement Agreement between us  and Combined
Telecommunications Consultancy, Ltd. (incorporated by reference to  Exhibit 10.15 to our
Annual Report on Form 10-KSB for the fiscal year ended June  30, 2004).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.10 |  | Accounts
Receivable Purchase Agreement dated December 26, 2003, between us and  Silicon Valley
Bank (incorporated by reference to Exhibit 10.16 to our Annual  Report on Form 10-KSB for
the fiscal year ended June 30, 2004).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.11 |  | Accounts
Receivable Purchase Modification Agreement dated November 24, 2004  between us and
Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to  our Current Report on
Form 8-K filed on December 10, 2004).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.12 |  | Letter
Agreement with Segal & Co. Incorporated dated February 28, 2005  (incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K  filed on March 1, 2005).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

13



---

##### Table of Contents

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

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

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

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

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

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

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

|10.23 |  | Asset
Purchase Agreement dated October 13, 2006, between us and Acceris  Management and
Acquisition LLC, including Management Services Agreement  (incorporated by reference to Exhibit 10.23
to our Annual Report on Form 10-KSB filed on October 13, 2006).
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.24 |  | Amendment
#3,  dated  October 12,  2006,  to  Agreement  dated  December  9, 2005  between us, the
Anderson Family Trust No. 1 and Cantara Communications Corporation  (incorporated by reference to Exhibit 10.24
to our Annual Report on Form 10-KSB filed on October 13, 2006).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|21 |  | Subsidiaries  (incorporated by reference to Exhibit 21
to our Annual Report on Form 10-KSB for the year ended June 30, 2006).
|-- |  | -----------------------------------------------------------------------------------------------------------------------------

14



---

##### Table of Contents

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

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

Item 14.   
Principal Accountant Fees and Services.

Audit
Fees

The
aggregate fees billed for professional services rendered by Erhardt Keefe
Steiner & Hottman, P.C., our independent public accountants, for the audit
of our financial statements for our fiscal years ended June 30, 2006 and 2005
and the review of the financial statements in our Forms 10-QSB for such fiscal
years were $65,000 and $49,000, respectively.

Audit-Related
Fees

The
aggregate fees billed in each of our last two fiscal years ended June
30, 2006 and 2005 by Erhardt Keefe Steiner & Hottman, P.C. for assurance and
related services that were reasonably related to the performance of the audit or
review of our financial statements were $3,950 and $18,500, respectively.

Tax
Fees

The
aggregate fees billed for tax services rendered by Erhardt Keefe
Steiner & Hottman, P.C. for tax compliance, tax advice, tax planning, for
the two fiscal years ended June 30, 2004 and 2003, were $6,500 and $6,525,
respectively.

All
Other Fees

No
services were rendered by Erhardt Keefe Steiner & Hottman, P.C.
other than as listed above, for the two fiscal years ended June 30, 2006 and
2005.

The
audit committee is requested to and did approve the retention of
Erhardt Keefe Steiner & Hottman, P.C. and the fees and other significant
compensation paid to Erhardt Keefe Steiner & Hottman, P.C. for the fiscal
year ended June 30, 2006.

One
hundred percent (100%) of the services described above were approved by our audit
committee

15



---

##### Table of Contents

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:  October
30, 2006

| | COGNIGEN
NETWORKS, INC./s/ Gary L. CookGary L. Cook, Acting Chief Executive Officer and
Chief Financial Officerr
| | ----------------------------------------------------------------------------------------------------------------

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/ Gary L. Cook            |       | Director
|Gary L. Cook                |      
|/s/ David L. Jackson        |       | Director
|David L. Jackson            |      
|/s/ Christopher R. Seelbach |       | Director
|Christopher R. Seelbach     |      
|/s/ James H. Shapiro        |       | Director
|James H. Shapiro            |      

16



---

##### Table of Contents

EXHIBIT
INDEX

# EXHIBIT NO.
                 DESCRIPTION AND METHOD OF FILING

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

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

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

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

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

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

|3.6 |  | Bylaws
as amended through May 17, 2005, (incorporated by reference to Exhibit  3.2 to our
Current Report on Form 8-K filed on May 19, 2005).
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

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

|10.2 |  | Form
of Option to Purchase Common Stock (incorporated by reference to Exhibit  10.7 to our
Annual Report on Form 10-KSB for the year ended June 30, 2000).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 |  | 2001
Incentive and Nonstatutory Stock Option Plan (incorporated by reference to  Exhibit 10 to
our Quarterly Report on Form 10-QSB for the quarter ended March  31, 2001).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26



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##### Table of Contents

|10.4 |  | Stock
Redemption Agreement dated November 30, 2001 between us, the Anderson  Family Trust,
Cantara Communications Corporation, Kevin E. Anderson Consulting,  Inc. (without Exhibits
A and B) (incorporated by reference to Exhibit 10.1 to  our Current Report on Form 8-K
filed on December 20, 2001).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.5 |  | Transitional
Supplemental Consulting Engagement letter dated July 11, 2002,  between us and Kevin E.
Anderson Consulting, Inc. (incorporated by reference to  Exhibit 10.10 to our Annual
Report on Form 10-KSB for the year ended June 30,  2002).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|10.8 |  | Extension
of Modified Supplemental Consulting Engagement Agreement dated  February 9, 2004 between
us and Kevin Anderson Consulting, Inc. (incorporated by  reference to Exhibit 2.1 to our
Quarterly Report on Form 10-QSB for the Quarter  ended December 31, 2003).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.9 |  | Amendment
dated September 9, 2004, to Consulting Engagement Agreement between us  and Combined
Telecommunications Consultancy, Ltd. (incorporated by reference to  Exhibit 10.15 to our
Annual Report on Form 10-KSB for the fiscal year ended June  30, 2004).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.10 |  | Accounts
Receivable Purchase Agreement dated December 26, 2003, between us and  Silicon Valley
Bank (incorporated by reference to Exhibit 10.16 to our Annual  Report on Form 10-KSB for
the fiscal year ended June 30, 2004).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.11 |  | Accounts
Receivable Purchase Modification Agreement dated November 24, 2004  between us and
Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to  our Current Report on
Form 8-K filed on December 10, 2004).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.12 |  | Letter
Agreement with Segal & Co. Incorporated dated February 28, 2005  (incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K  filed on March 1, 2005).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

23



---

##### Table of Contents

|10.23 |  | Asset
Purchase Agreement dated October 13, 2006, between us and Acceris  Management and
Acquisition LLC, including Management Services Agreement  (incorporated by reference to Exhibit 10.23
to our Annual Report on Form 10-KSB filed on October 13, 2006).
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.24 |  | Amendment
#3,  dated  October 12,  2006,  to  Agreement  dated  December  9, 2005  between us, the
Anderson Family Trust No. 1 and Cantara Communications Corporation  (incorporated by reference to Exhibit 10.24
to our Annual Report on Form 10-KSB filed on October 13, 2006).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|21 |  | Subsidiaries  (incorporated by reference to Exhibit 21
to our Annual Report on Form 10-KSB for the year ended June 30, 2006).
|-- |  | -----------------------------------------------------------------------------------------------------------------------------

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

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

27



---