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| x   | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended June 30, 2010 |
|---------------|------------------------------------------------------------------------------------------------------------------------------|

|                                                      |   |   |                |   |   |   |
|-----------------------------------------------------------|--------|--------|---------------------|--------|--------|--------|
| Delaware                                                  |   |   | 84-1089377          |   |
| (State or other jurisdiction of                           |   |   | (I.R.S. Employer    |   |
| incorporation or organization)                            |   |   | Identification No.) |   |
|  10757 S. River Front Pkwy, Suite 125                |   |
| South Jordan, Utah                                        |   |   | 84095               |   |
| (Address of principal executive offices)                  |   |   | (Zip Code)          |   |
|  Registrant’s telephone number: (801) 407-5159 |   |

| Title of each class                  |   |
|-------------------------------------------|--------|
| Common Stock, $0.0001 Par Value Per Share |   |

| Large accelerated filer   o | Accelerated filer   o         |
|---------------------------------------|-----------------------------------------|
| Non-accelerated filer   o   | Smaller reporting company   x |

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TABLE OF CONTENTS

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |        |                                                                                                                | Page   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------|---------------------------------------------------------------------------------------------------------------------|--------|
| PART I                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |        |                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 1.     | Business.                                                                                                           | 4      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 1A.    | Risk Factors                                                                                                        | 6      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 1B.    | Unresolved Staff Comments                                                                                           | 8      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 2.     | Properties                                                                                                          | 8      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 3.     | Legal Proceedings.                                                                                                  | 8      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 4.     | Submission of Matters to a Vote of Security Holders.                                                                | 8      |
| PART II                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |        |                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 5.     | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 9      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 6.     | Selected Financial Data                                                                                             | 10     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 7.     | Management's Discussion and Analysis of Financial Condition and Results of Operations                               | 10     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 7A.    | Qualitative and Quantitative Disclosures about Market Risk                                                          | 13     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 8.     | Financial Statements and Supplementary Data.                                                                        | 14     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 9.     | Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure.                                | 22     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 9A(T). | Controls and Procedures.                                                                                            | 22     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 9B.    | Other Information.                                                                                                  | 22     |
| PART III                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |        |                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 10.    | Directors, Executive Officers and Corporate Governance.                                                             | 23     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 11.    | Executive Compensation.                                                                                             | 26     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 12.    | Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters.                      | 27     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 13.    | Certain Relationships and Related Transactions, and Director Independence.                                          | 28     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 14.    | Principal Accounting Fees and Services.                                                                             | 28     |
| PART IV                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |        |                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Item 15.    | Exhibits, Financial Statement Schedules.                                                                            | 29     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |        |                                                                                                                |   |
| SIGNATURES                                                                                                                                        | 34          |

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PART I

Item 1.

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Item 1A.

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|   | · | volatility in stock market prices and volumes, which is particularly common among smaller companies; |
|--------|--------|------------------------------------------------------------------------------------------------------|

|   | · | lack of research coverage for companies with small public floats; |
|--------|--------|-------------------------------------------------------------------|

|   | · | failure to achieve sustainable financial performance; |
|--------|--------|-------------------------------------------------------|

|   | · | actual or anticipated fluctuations in our operating results; |
|--------|--------|--------------------------------------------------------------|

|   | · | announcements of technological innovations by us or others; |
|--------|--------|-------------------------------------------------------------|

|   | · | entry of new or more powerful competitors into our markets or consolidation of existing competitors to create larger, more formidable competitors; |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | terrorist attacks either in the US or abroad; |
|--------|--------|-----------------------------------------------|

|   | · | general stock market conditions; and |
|--------|--------|--------------------------------------|

|   | · | the general state of the US and world economies. |
|--------|--------|--------------------------------------------------|

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|   | · | Changes in financial estimates by securities analysts |
|--------|--------|-------------------------------------------------------|

|   | · | Changes in market valuations of comparable companies |
|--------|--------|------------------------------------------------------|

|   | · | Additions or departures of key personnel |
|--------|--------|------------------------------------------|

|   | · | Future sales of our common stock |
|--------|--------|----------------------------------|

|   | · | Changes in the national and global economic outlook. |
|--------|--------|------------------------------------------------------|

Item 1B.

Item 2. 

Item 3. 

Item 4. 

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PART II

| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
|---------|---------------------------------------------------------------------------------------------------------------------|

|                             |   | High Bid |   |   | Low Bid |   |
|----------------------------------|--------|----------|--------|--------|---------|--------|
| Quarter ended June 30, 2010      |   | $        | .45    |   |    | $      | .17 |   |
| Quarter ended March 31, 2010     |   | $        | .17    |   |    | $      | .17 |   |
| Quarter ended December 31, 2009  |   | $        | .35    |   |    | $      | .30 |   |
| Quarter ended September 30, 2009 |   | $        | .33    |   |    | $      | .33 |   |
| Quarter ended June 30, 2009      |   | $        | 1.60   |   |    | $      | .35 |   |
| Quarter ended March 31, 2009     |   | $        | 1.01   |   |    | $      | .20 |   |
| Quarter ended December 31, 2008  |   | $        | 1.00   |   |    | $      | .55 |   |
| Quarter ended September 30, 2008 |   | $        | 1.50   |   |    | $      | 1.01 |   |

|                                                       |
|------------------------------------------------------------|
|  Plan category                                        | Number of securities tobe issued upon exerciseof outstanding options,warrants and rights | Weighted-average exerciseprice of outstandingoptions, warrantsand rights | Number of securitiesremaining available forfuture issuance underequity compensation plans(excluding securitiesreflected in column (a)) |
|                                                       | (a) | (b) | (c) |
|                                                       |
| Equity compensation plans                                  |   |   |   |   |   |   |   |
| approved by security holders                               |   | 0 |   | $0 |   | 300,000 |   |
|                                                       |
|                                                       |   |   |   |   |   |   |
| Equity compensation plans                                  |   |   |   |   |   |   |   |
| not approved by security                                   |   |   |   |   |   |   |   |
| holders                                                    |   | 0 |   | $0 |   | - |   |
|                                                       |
| Equity compensation plans not approved by security holders |   | 0 |   | $0 |   | - |   |
|                                                       |
|                                                       |   |   |   |   |   |   |
| Total                                                      |   | 0 |   | $0 |   | 300,000 |   |
|                                                       |

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Item 6.

Item 7. 

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| Note Payable to Cardelco |  $4,000 |
|--------------------------|--------------|

|   | · | marketing commissions receivable;  |
|--------|--------|-----------------------------------------|

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|   | · | valuation of long-lived assets; |
|--------|--------|---------------------------------|

|   | · | commissions payable; and |
|--------|--------|--------------------------|

|   | · | revenue recognition. |
|--------|--------|----------------------|

|   | · | share-based compensation expense |
|--------|--------|----------------------------------|

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Item 7A.   

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Item 8. 

|  Report of Independent Registered Public Accounting Firm           |  F-1 |
|------------------------------------------------------------------------------|-----------|
|  Consolidated Financial Statements                                      |      |
|  Consolidated Balance Sheets                                       |  F-2 |
|  Consolidated Statements of Operations                             |  F-3 |
|  Consolidated Statement of Changes in Stockholders’ Deficit  |  F-4 |
|  Consolidated Statements of Cash Flows                             |  F-5 |
|  Notes to Consolidated Financial Statements                        |  F-7 |

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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CONSOLIDATED BALANCE SHEETS

|                                                           |   | As of         |    |
|----------------------------------------------------------------|--------|---------------|---------|
|                                                           |   | June 30, 2010 |    |   | June 30, 2009 |   |
| CURRENT ASSETS                                                 |   |          |    |   |   |   |
| Cash                                                           |   | $             | 122,369 |   |   | $ | 68,947 |   |
| Marketing commissions receivable, net                          |   |          | 363,399 |   |   |   | 395,087 |   |
|        Other current assets |   |          | 2,847   |   |   |   | - |   |
| Total current assets                                           |   |          | 488,615 |   |   |   | 464,034 |   |
| NON-CURRENT ASSETS                                             |   |          |    |   |   |   |   |   |
| Intangible assets, net                                         |   |          | 55,559  |   |   |   | 188,891 |   |
| Other assets, net                                              |   |          | 21,820  |   |   |   | 400 |   |
| Total long-term assets                                         |   |          | 77,379  |   |   |   | 189,291 |   |
| TOTAL ASSETS                                                   |   | $             | 565,994 |   |   | $ | 653,325 |   |

| CURRENT LIABILITIES                                                                                                                                        |   |   |        |   |   |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|-------------|--------|--------|--------|
| Accounts payable                                                                                                                                           |   | $      | 145,911     |   |   | $      | 78,045 |   |
| Accrued liabilities                                                                                                                                        |   |   | 322,723     |   |   |   | 104,351 |   |
| Commissions payable                                                                                                                                        |   |   | 647,619     |   |   |   | 677,532 |   |
| Financing arrangements                                                                                                                                     |   |   | 4,000       |   |   |   | 4,000 |   |
|  Net current liabilities of discontinued operations                                                                                                   |   |   | 36,158      |   |   |   | 38,883 |   |
| Total current liabilities                                                                                                                                  |   | $      | 1,156,411   |   |   | $      | 902,811 |   |
| Commitments and contingencies                                                                                                                              |   |   |        |   |   |   |   |   |
| STOCKHOLDERS' DEFICIT                                                                                                                                      |   |   |        |   |   |   |   |   |
| Preferred stock, $.0001 par value, 400,000 shares authorized, no shares issued and outstanding at June 30, 2010 and 2009,  respectively          |   | $      | —     |   |   | $      | — |   |
| Common stock $.0001 par value, 100,000,000 shares authorized; 3,346,609 and 2,635,560 shares issued and outstanding at June 30, 2010 and 2009 respectively |   |   | 334         |   |   |   | 263 |   |
| Additional paid-in capital                                                                                                                                 |   |   | 16,748,185  |   |   |   | 16,551,941 |   |
| Accumulated deficit                                                                                                                                        |   |   | (17,338,936 | )      |   |   | (16,801,690 | ) |
| Total stockholders' deficit                                                                                                                                |   |   | (590,417    | )      |   |   | (249,486 | ) |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                |   | $      | 565,994     |   |   | $      | 653,325 |   |

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CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                          |   | For the Years Ended |      |
|-------------------------------------------------------------------------------|--------|---------------------|-----------|
|                                                                          |   | June 30, 2010       |      |   | June 30, 2009 |   |
| REVENUE                                                                       |   |                |      |   |   |   |
| Marketing commissions                                                         |   | $                   | 2,570,601 |   |   | $ | 2,963,188 |   |
|  OPERATING EXPENSES                                                      |   |                |      |   |   |   |   |   |
| Marketing commissions                                                         |   |                | 1,807,787 |   |   |   | 1,900,523 |   |
| Selling, general and administrative                                           |   |                | 1,165,145 |   |   |   | 1,164,541 |   |
| Depreciation and Amortization                                                 |   |                | 136,059   |   |   |   | 274,952 |   |
| Impairment charge                                                             |   |                | —   |   |   |   | 188,891 |   |
| Total operating expenses                                                      |   |                | 3,108,991 |   |   |   | 3,528,907 |   |
| Loss from Operations                                                          |   |                | (538,390  | ) |   |   | (565,719 | ) |
|  Other Income and Expense                                                |   |                |      |   |   |   |   |   |
| Other Income                                                                  |   |                | 25,544    |   |   |   | 157,041 |   |
| Interest Expense                                                              |   |                | (24,400   | ) |   |   | (67,660 | ) |
| Total Other Income and Expense                                                |   |                | 1,144     |   |   |   | 89,381 |   |
|  Loss from continuing operations before income taxes                     |   |                | (537,246  | ) |   |   | (476,338 | ) |
| Income taxes                                                                  |   |                | —   |   |   |   | — |   |
| Loss from continuing operations                                               |   |                | (537,246  | ) |   |   | (476,338 | ) |
| Loss from discontinued operations                                             |   |                | —   |   |   |   | — |   |
| NET LOSS                                                                      |   |                | (537,246  | ) |   |   | (476,338 | ) |
|  Preferred dividends                                                     |   |                | —   |   |   |   | — |   |
| Net loss attributable to common shareholders                                  |   | $                   | (537,246  | ) |   | $ | (476,338 | ) |
|  Basic and diluted weighted average number of common shares outstanding: |   |                | 3,185,224 |   |   |   | 2,085,624 |   |
| Basic and diluted loss per common share:                                      |   |                |      |   |   |   |   |   |
| Continuing operations                                                         |   |                | (.17      | ) |   |   | (.23 | ) |
| Discontinued operations                                                       |   |                | —   |   |   |   | — |   |
| TOTAL                                                                         |   | $                   | (.17      | ) |   | $ | (.23 | ) |
|                                                                          |   |                |      |   |   |   |   |   |

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CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

|                                    |   |            |    |   |         |   |    |    |   |   | Additional  |   |   |          |    |   | Total   |   |
|-----------------------------------------|--------|-----------------|---------|--------|--------------|--------|---------|---------|--------|--------|-------------|--------|--------|---------------|---------|--------|---------|--------|
|                                    |   | Preferred Stock |    |   | Common Stock |   |    | Paid-in |   |   | Accumulated |   |   | Stockholders' |    |
|                                    |   | Shares          |    |   | Amount       |   |    | Shares  |   |   | Amount      |   |   | Capital       |    |   | Deficit |   |   | Equity (Deficit) |   |
|                                    |   |            |    |   |         |   |    |    |   |   |        |   |   |          |    |   |    |   |   |   |   |
| Balance –June 30, 2008            |   |            | -       |   |         | $      | — |    |   |   | 1,885,470   |   |   | $             | 188     |   |    | $      | 16,082,635 |   |   | $ | (16,325,352 | ) |   | $ | (242,529 | ) |
|                                    |   |            |    |   |         |   |    |    |   |   |        |   |   |          |    |   |    |   |   |   |   |   |   |   |   |   |   |   |
| Beneficial conversion feature           |   |            | — |   |         |   | — |    |   |   | —     |   |   |          | — |   |    |   | 13,058 |   |   |   | — |   |   |   | 13,058 |   |
|                                    |   |            |    |   |         |   |    |    |   |   |        |   |   |          |    |   |    |   |   |   |   |   |   |   |   |   |   |   |
| Conversion of accounts payable and debt |   |            | — |   |         |   | — |    |   |   | 538,588     |   |   |          | 54      |   |    |   | 258,311 |   |   |   | — |   |   |   | 258,365 |   |
|                                    |   |            |    |   |         |   |    |    |   |   |        |   |   |          |    |   |    |   |   |   |   |   |   |   |   |   |   |   |
| Issuance of stock for compensation      |   |            | — |   |         |   | — |    |   |   | 211,502     |   |   |          | 21      |   |    |   | 197,937 |   |   |   | — |   |   |   | 197,958 |   |
|                                    |   |            |    |   |         |   |    |    |   |   |        |   |   |          |    |   |    |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                |   |            | — |   |         |   | — |    |   |   | —     |   |   |          | — |   |    |   | — |   |   |   | (476,338 | ) |   |   | (476,338 | ) |
|                                    |   |            |    |   |         |   |    |    |   |   |        |   |   |          |    |   |    |   |   |   |   |   |   |   |   |   |   |   |
| Balance –June 30, 2009            |   |            | — |   |         | $      | — |    |   |   | 2,635,560   |   |   | $             | 263     |   |    | $      | 16,551,941 |   |   | $ | (16,801,690 | ) |   | $ | (249,486 | ) |
|                                    |   |            |    |   |         |   |    |    |   |   |        |   |   |          |    |   |    |   |   |   |   |   |   |   |   |   |   |   |
| Issuance of stock for cash              |   |            | — |   |         |   | — |    |   |   | 340,000     |   |   |          | 34      |   |    |   | 84,966 |   |   |   | — |   |   |   | 85,000 |   |
|                                    |   |            |    |   |         |   |    |    |   |   |        |   |   |          |    |   |    |   |   |   |   |   |   |   |   |   |   |   |
| Conversion of accrued liabilities       |   |            | — |   |         |   | — |    |   |   | 371,049     |   |   |          | 37      |   |    |   | 111,278 |   |   |   | — |   |   |   | 111,315 |   |
|                                    |   |            |    |   |         |   |    |    |   |   |        |   |   |          |    |   |    |   |   |   |   |   |   |   |   |   |   |   |
|                                    |   |            |    |   |         |   |    |    |   |   |        |   |   |          |    |   |    |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                |   |            | — |   |         |   | — |    |   |   | —     |   |   |          | — |   |    |   | — |   |   |   | (537,246 | ) |   |   | (537,246 | ) |
|                                    |   |            |    |   |         |   |    |    |   |   |        |   |   |          |    |   |    |   |   |   |   |   |   |   |   |   |   |   |
| Balance –June 30, 2010            |   |            | — |   |         | $      | — |    |   |   | 3,346,609   |   |   | $             | 334     |   |    | $      | 16,748,185 |   |   | $ | (17,338,936 | ) |   | $ | (590,417 | ) |

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CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                     |   | For the Years Ended |     |
|------------------------------------------------------------------------------------------|--------|---------------------|----------|
|                                                                                     |   | June 30, 2010       |     |   | June 30, 2009 |   |
| CASH FLOWS FROM OPERATING ACTIVITIES                                                     |   |                |     |   |   |   |
| Net loss                                                                                 |   | $                   | (537,246 | ) |   | $ | (476,338 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities |   |                |     |   |   |   |   |   |
| Depreciation and Amortization                                                            |   |                | 136,059  |   |   |   | 274,952 |   |
| Impairment of intangible assets                                                          |   |                | —  |   |   |   | 188,891 |   |
| Issuance of stock as compensation                                                        |   |                | —  |   |   |   | 197,958 |   |
| Amortization of note discount included in interest expense                               |   |                | —  |   |   |   | 13,058 |   |
| Gain on conversion of debt                                                               |   |                | —  |   |   |   | (40,878 | ) |
| Changes in assets and liabilities:                                                       |   |                |     |   |   |   |   |   |
| Marketing commissions receivable                                                         |   |                | 31,688   |   |   |   | 42,665 |   |
| Other assets                                                                             |   |                | (2,445   | ) |   |   | 7,319 |   |
| Accounts payable                                                                         |   |                | 179,181  |   |   |   | (373,905 | )  |
| Accrued liabilities                                                                      |   |                | 218,372  |   |   |   | 23,402 |   |
| Commissions payable                                                                      |   |                | (29,913  | ) |   |   | 145,937 |   |
| Net cash provided by (used in) continuing operations                                     |   |                | (4,304   | ) |   |   | 3,061 |   |
| Net cash used in discontinued operations                                                 |   |                | (2,725   | ) |   |   | — |   |
| Net cash provided by (used in) operating activities                                      |   |                | (7,029   | ) |   |   | 3,061 |   |
| CASH FLOWS FROM INVESTING ACTIVITIES                                                     |   |                |     |   |   |   |   |   |
| Purchase of fixed assets                                                                 |   |                | (13,549  | )  |   |   | — |   |
| Investment in BayHill Energy Corporation                                                 |   |                | (11,000  | ) |   |   | — |   |
| Net cash provided by financing activities                                                |   |                | (24,549  | ) |   |   | — |   |
| CASH FLOWS FROM FINANCING ACTIVITIES                                                     |   |                |     |   |   |   |   |   |
| Proceeds from sale of common stock                                                       |   |                | 85,000   |   |   |   | — |   |
| Proceeds from financial arrangements                                                     |   |                | —  |   |   |   | 150,000 |   |
| Payments on financing arrangements                                                       |   |                | —  |   |   |   | (84,114 | ) |
| Other                                                                                    |   |                | —  |   |   |   | — |   |
| Net cash provided by financing activities                                                |   |                | 85,000   |   |   |   | 65,886 |   |
| Net increase in cash                                                                     |   |                | 53,422   |   |   |   | 68,947 |   |
| Cash – beginning of the year                                                       |   |                | 68,947   |   |   |   | — |   |
| Cash – end of the year                                                             |   | $                   | 122,369  |   |   | $ | 68,947 |   |

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|                                                           |   | Shares |          |   | Value  |   |
|----------------------------------------------------------------|--------|--------|---------------|--------|--------|--------|
| Issued to outside board of directors for accrued director fees |   |   | 57,333        |   |   | $      | 17,200 |   |
| Issued to management for accrued salaries                      |   |   | 110,000       |   |   | $      | 33,000 |   |
| Issued to director for accrued legal and consulting fees       |   |   | 130,383       |   |   | $      | 39,115 |   |
| Issued to consultants for accrued consulting fees         |   |   | 73,333371,049 |   |   | $      | 22,000 $111,315 |   |

|   | The values we recorded for the settlement of accrued payables and director fees payable were at the “last sale” market price for free-trading shares of our common stock on the date our Board of Directors approved the issuances, which was $0.40 per share. The difference between the market price and settlement value was booked to additional paid in capital, since all parties were affiliates of the Company. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                     |   | Shares |    |   | Value  |   |
|------------------------------------------|--------|--------|---------|--------|--------|--------|
| Settlement of accounts payable and notes |   |   | 538,588 |   |   | $      | 258,365 |   |

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| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|--------------------------------------------|

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|     Amortized Intangible Assets                                   |   | NetCarrying Amount |    |   | Accumulated Amortization |   |    |  Net Intangibles |   |
|---------------------------------------------------------------------------------------|--------|--------------------|---------|--------|--------------------------|--------|---------|-----------------------|--------|
|         Intellectual Property                 |   | $                  | 400,000 |   |                     | $      | 344,441 |                  |   | $ | 55,559 |   |
|         Employment and non-compete agreements |   | $                  | 211,109 |   |                     |   | 211,109 |                  |   | $ | - |   |
|                                                                                  |   | $                  | 611,109 |   |                     | $      | 555,550 |                  |   | $ | 55,559 |   |

| Year ending June 30, |   | Estimated Amortization Expense |   |
|----------------------|--------|--------------------------------|--------|
| 2011                 |   |                           | 55,559 |   |
|                 |   |                           |   |   |
| Total                |   | $                              | 55,559 |   |

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|                                               |   | Year Ended June 30, 2010 |   |   | Year Ended June 30, 2009 |   |
|----------------------------------------------------|--------|--------------------------|--------|--------|--------------------------|--------|
| Accrued liabilities                                |   | $                        | 36,158 |   |                     | $      | 38,883 |   |
| Net current liabilities of discontinued operations |   | $                        | 36,158 |   |                     | $      | 38,883 |   |

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| Note Payable to Cardelco |   | $ | 4,000 |   |
|--------------------------|--------|---|-------|--------|

| Assets                          |   | 2010   |    |   | 2009   |   |
|---------------------------------|--------|--------|---------|--------|--------|--------|
| Current                         |   |   |    |   |   |   |
| Allowance for doubtful accounts |   | $      | -       |   |   | $      | 11,123 |   |
| Vacation accruals               |   |   | 1,370   |   |   |   | 3,303 |   |
|                            |   |   |    |   |   |   |   |   |
| Long –term                |   |   |    |   |   |   | 18,751 |   |
| Accrued compensation            |   |   | 56,254  |   |   |   | 18,751 |   |
| Intangibles                     |   |   | 227,498 |   |   |   | 197,541 |   |

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| Cancelled checks                  |   |   | 45,514     |   |   |   | 45,514     |   |
|-----------------------------------|--------|--------|------------|--------|--------|--------|------------|--------|
| Benneficial ownership conversion  |   |   | -          |   |   |   | 104,845    |   |
| Other                             |   |   | 19,175     |   |   |   | 31,382     |   |
| Net operating loss carry forwards |   |   | 1,870,162  |   |   |   | 1,607,466  |   |
| Less valuation allowance          |   |   | (2,219,973 | )      |   |   | (2,019,925 | )      |
|                              |   | $      | -          |   |   | $      | -          |   |

|                                               |   | For the Years Ended |     |
|----------------------------------------------------|--------|---------------------|----------|
|                                               |   | June 30,            |     |
|                                               |   | 2010                |     |   | 2009 |   |
| Income tax expense (benefit) at the statutory rate |   | $                   | (182,664 | ) |   | $ | (161,955 | ) |
| State income taxes, net of benefit                 |   |                | (18,660  | ) |   |   | (23,454 | ) |
| Cantara agency buyout                              |   |                | -        |   |   |   | (56,250 | ) |
| Change in valuation allowance                      |   |                | 200,048  |   |   |   | 406,705 |   |
| Change in effective tax rate                       |   |                | -        |   |   |   | (166,067 | ) |
| Other                                              |   |                | 1,276    |   |   |   | 1,021 |   |
| Deferred income tax expense (benefit)              |   | $                   | -        |   |   | $ | - |   |

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|                                                           |   | Shares |          |   | Value  |   |
|----------------------------------------------------------------|--------|--------|---------------|--------|--------|--------|
| Issued to outside board of directors for accrued director fees |   |   | 57,333        |   |   | $      | 17,200 |   |
| Issued to management for accrued salaries                      |   |   | 110,000       |   |   | $      | 33,000 |   |
| Issued to director for accrued legal and consulting fees       |   |   | 130,383       |   |   | $      | 39,115 |   |
| Issued to consultants for accrued consulting fees              |   |   | 73,333371,049 |   |   | $      | 22,000$111,315 |   |

|                                     |   | Shares |    |   | Value  |   |
|------------------------------------------|--------|--------|---------|--------|--------|--------|
| Compensation for Board of Directors fees |   |   | 101,528 |   |   | $      | 110,033 |   |
| Compensation to management               |   |   | 109,974 |   |   |   | 87,925 |   |
|                                     |   |   | 211,502 |   |   | $      | 197,958 |   |

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|                                                     |   | Shares |    |   | Value  |   |
|----------------------------------------------------------|--------|--------|---------|--------|--------|--------|
| Settlement of accounts payable to Acadia                 |   |   | 2,760   |   |   | $      | 3,450 |   |
| Settlement of accounts payable to Commission River, Inc. |   |   | 33,170  |   |   |   | 43,039 |   |
| Conversion of James U Jensen note                        |   |   | 65,623  |   |   |   | 26,249 |   |
| Settlement of VenCore Solutions note                     |   |   | 98,307  |   |   |   | 50,137 |   |
| Conversion of Little Hollow Farms, Inc. note             |   |   | 271,853 |   |   |   | 108,740 |   |
| Conversion of Vector Capital, LLC note                   |   |   | 66,875  |   |   |   | 26,750 |   |
|                                                     |   |   | 538,588 |   |   | $      | 258,365 |   |

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|                        |   | 2010   |          |   | 2009   |   |
|-----------------------------|--------|--------|---------------|--------|--------|--------|
| Telarus                     |   | $      | 31,981        |   |   | $      | 19,440 |   |
| BayHill Energy              |   | $      | 22,922        |   |   | $      | 0 |   |
| Other Related Parties  |   | $      | 17,433$72,336 |   |   | $      | 0$19,440 |   |
|                        |   |   |          |   |   |   |   |   |

|                                         |   | Shares |    |   | Value  |   |
|----------------------------------------------|--------|--------|---------|--------|--------|--------|
| Conversion of James U Jensen note            |   |   | 65,623  |   |   | $      | 26,249 |   |
| Settlement of VenCore Solutions note         |   |   | 98,307  |   |   |   | 50,137 |   |
| Conversion of Little Hollow Farms, Inc. note |   |   | 271,853 |   |   |   | 108,741 |   |
| Conversion of Vector Capital, LLC note       |   |   | 66,875  |   |   |   | 26,750 |   |
|                                         |   |   | 502,658 |   |   | $      | 211,877 |   |

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Item 9.

Item 9A(T). 

Item 9B.  

----

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PART III

| Item 10. | Directors, Executive Officers and Corporate Governance. |
|----------|---------------------------------------------------------|

----

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|             |         |   |         |                                                                     |
|------------------|--------------|--------|--------------|--------------------------------------------------------------------------|
| Name             |    | Age    |    | Position                                                                 |
| Robert K. Bench  |    | 61     |    | President, Chief Executive Officer, Chief Financial Officer and Director |
| Adam V. Edwards  |         | 37     |         | President, Commission River                                              |
| Patrick K. Oborn |         | 37     |         | Vice President, Marketing, Commission River                              |

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Table of Contents

Item 11. 

| SUMMARY COMPENSATION TABLE |
|----------------------------|
|                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Nonqualified |   |   |   |   |   |   |   |
|                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Non –Equity |   |   | Deferred |   |   |   |   |   |   |   |
| Name and                   |   |   |   |   |   |   |   |   |   | Stock |   |   | Stock |   |   | Incentive Plan |   |   | Compensation |   |   |   All other |   |   |   |   |
| Principal                  |   |   |   |   |   |   | Bonus |   |   | Awards |   |   | Options |   |   | Compensation |   |   | Earnings |   |   | Compensation |   |   | Total |   |
|                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |  on |   |   |   |   |
| Position                   |   | Year |   | Salary ($) |   |   | ($) |   |   | ($) |   |   | ($) |   |   | ($) |   |   | ($) |   |   |   |   |   | ($) |   |
| (a)                        |   | (b) |   | (c) |   |   | (d) |   |   | (e) |   |   | (f) |   |   | (g) |   |   | (h) |   |   | (i) |   |   | (j) |   |
| Robert K. Bench (1)   |   | 2010  |   |  $0 |   |   | -0- |   |   | $25,000 |   |   | -0- | (2) |   |   |   |   |   |   |   |   |   |   | $25,000 |   |
|                       |   | 2009   |   |  $24,000 |   |   | -0- |   |   |    $45,300 |   |   | -0- | (2) |   |   |   |   |   |   |   |   |   |   | $69,300 |   |
|                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

| (1) | Mr. Bench has served as our President and Chief Executive Officer since October 2007 and as Chief Financial Officer since December 1, 2008. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | No stock options were granted to Mr. Bench during the years ended June 30, 2010 or 2009. However, during the year ended June 30, 2010, Mr. Bench received 100,000 shares of common stock and during the year ended June 30, 2009, Mr. Bench received 60,000 shares of common stock in lieu or salary. At the time these shares were issued the market price for our common stock was $0.25per share and $0.51 per share respectively. We recorded the compensation to Mr. Bench at the then fair market value of restricted shares. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   |
|--------|--------|

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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
|----------|-------------------------------------------------------------------------------------------------|

|                 |   | Name and Address of Beneficial      |   |  Amount and Nature of  |      |                       |
|----------------------|--------|------------------------------------------|--------|----------------------------------|-----------|----------------------------|
| Title of class  |   | Owner                               |   | Beneficial Ownership (a)         |      | Percent of Class (b)  |
|                 |   |                                     |   |                             |      |                       |
| Common Stock         |   | Robert K. Bench                     |   |                             |      |                       |
|                 |   | 10757 South Riverfront Drive #125   |   |                             |      |                       |
|                 |   | South Jordan, Utah 84095                 |   | 623,238                          | (c)       | 28.8%                      |
| Common Stock    |   | James U, Jensen                     |   |                             |      |                       |
|                 |   | 10757 South Riverfront Drive #125   |   |                             |      |                       |
|                 |   | South Jordan, Utah 84095            |   | 390,862                          | (d)       | 9.1%                       |
| Common Stock    |   | John D. Thomas                      |   |                             |      |                       |
|                 |   | 10757 South Riverfront Drive #125   |   |                             |      |                       |
|                 |   | South Jordan, Utah 84095                 |   | 74,927                           |  (e) | 2.1%                       |
| Common Stock    |   | John M. Knab                        |   |                             |      |                       |
|                 |   | 10757 South Riverfront Drive #125        |   |                             |      |                       |
|                 |   | South Jordan, Utah 84095                 |   | 72,167                           |      | 2.0%                       |
| Common Stock    |   | Adam V. Edwards                     |   |                             |      |                       |
|                 |   | 12401 South 450 East D-1                 |   |                             |      |                       |
|                 |   | Draper, Utah 84020                       |   | 527,170                          | (f)       | 17.8%                      |
| Common Stock    |   | Patrick K. Oborn                    |   |                             |      |                       |
|                 |   | 12401 South 450 East D-1            |   |                             |      |                       |
|                 |   | Draper, Utah 84020                  |   | 527,170                          | (g)       | 17.8%                      |
| Common Stock    |   | All current executive officers and  |   |                             |      |                       |
|                 |   | directors as a group (6 persons)    |   | 1,688,364                        |      | 62.1%                      |

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

| (b) | Represents the percentage of the 3,346,649 shares of common stock, par value $0.0001 per share, outstanding at June 30, 2010. |
|-----|------------------------------------------------------------------------------------------------------------------------------------|

| (c) | Includes 269,993 shares owned by Vector Capital, LLC, and 271,853 shares owned by Little Hollow Farms, Inc., all of which may be deemed to be beneficially owned by Robert K. Bench who is the managing member of Vector Capital LLC and President of Little Hollow Farms, Inc. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (d) | Includes 100 shares owned by Mr. Jensen’s wife and 63,730 shares owned by Amsterdam First LC, a limited liability company of which Mr. Jensen is the managing member. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (f) | Includes 343,691 shares owned by Commission River, Inc. and 69,479 shares owned by Telarus, both of which are entities affiliated with Mr. Edwards. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------|

| (g) | Includes 343,679 shares owned by Commission River, Inc. and 69,479 shares owned by Telarus, both of which are entities affiliated with Mr. Oborn. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------|

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Item 13.

Item 14.  

|                                                       |   | Fiscal YearEndedJune 30, 2010 |   |   | Fiscal YearEndedJune 30, 2009 |   |
|------------------------------------------------------------|--------|-------------------------------|--------|--------|-------------------------------|--------|
| Audit fees (including fees for review of quarterly 10QSBs) |   | $                             | 51,000 |   |                          | $      | 66,940 |   |
| Audit-Related fees                                         |   | $                             | 2,825  |   |                          | $      | 5,500 |   |
| Tax fees                                                   |   | $                             | 14,690 |   |                          | $      | 10,171 |   |
| All Other fees                                             |   | $                             | 2,247  |   |                          | $      | 3,000 |   |

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PART IV

Item 15. 

| 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 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 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 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 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 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 Form 8-K filed on November 4, 2002).                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                               |
| 3.6    | Amended and Restated Articles of Incorporation of Cognigen Networks, Inc., dated April 23, 2008 (incorporated by reference to Exhibit 99.2 to Form 8-K filed on April 30, 2008).                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                               |
| 3.7    | Certificate of Incorporation of BayHill Capital Corporation, dated April 24, 2008 (incorporated by reference to Exhibit 99.5 to Form 8-K filed on April 30, 2008).                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                               |
| 3.8    | Bylaws as amended through May 17, 2005 (incorporated by reference to Exhibit 3.2 to Form 8-K filed on May 19, 2005).                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                               |
| 3.9    | Bylaws of BayHill Capital Corporation, as adopted on May 12, 2008 (incorporated by reference to Exhibit 3.1 to Form 10-KSB filed on May 14, 2008).                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                               |
| 10.1   | Purchase Agreement among Cognigen Networks, Inc., Stanford Financial Group Company, Inc. and Stanford Venture Capital Holdings, Inc. (incorporated by reference to Exhibit 10 to 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 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 Form 10-QSB for the quarter ended March 31, 2001).                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                               |
| 10.4   | Stock Redemption Agreement dated November 30, 2001 between Cognigen Networks, Inc., 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 Form 8-K filed on December 20, 2001).                               |
|   |                                                                                                                                                                                                                                                                                                                               |
| 10.5   | Transitional Supplemental Consulting Engagement letter dated July 11, 2002, between Cognigen Networks, Inc. and Kevin E. Anderson Consulting, Inc. (incorporated by reference to Exhibit 10.10 to Form 10-KSB for the year ended June 30, 2002).                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                               |
| 10.6   | Consultancy Engagement Agreement dated September 9, 2002, by and between Cognigen Networks, Inc. and Combined Telecommunications Consultancy, Ltd and letter dated September 9, 2003 extending the Consulting Engagement Agreement (incorporated by reference to Exhibit 10.11 to Form 10-KSB/A for the year ended June 30, 2003.) |

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|               |                                                                                                                                                                                                                                                                                     |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |                                                                                                                                                                                                                                                                                     |
| 10.7               | Modified Supplemental Consulting Engagement letter dated March 4, 2003 between Cognigen Networks, Inc. and Kevin Anderson (incorporated by reference to 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 Cognigen Networks, Inc. and Kevin Anderson Consulting, Inc. (incorporated by reference to Exhibit 2.1 to Form 10-QSB for the Quarter ended December 31, 2003).                         |
|               |                                                                                                                                                                                                                                                                                     |
| 10.9               | Amendment dated September 9, 2004, to Consulting Engagement Agreement between Cognigen Networks, Inc. and Combined Telecommunications Consultancy, Ltd. (incorporated by reference to Exhibit 10.15 to our Form 10-KSB for the fiscal year ended June 30, 2004).                    |
|     |                                                                                                                                                                                                                                                                                |
| 10.10              | Accounts Receivable Purchase Agreement dated December 26, 2003, between Cognigen Networks, Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 10.16 to Form 10- KSB for the fiscal year ended June 30, 2004).                                                            |
|               |                                                                                                                                                                                                                                                                                     |
| 10.11              | Accounts Receivable Purchase Modification Agreement dated November 24, 2004 between Cognigen Networks, Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to 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 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 Form 8-K filed on June 23, 2005).                                                                                                                                             |
|               |                                                                                                                                                                                                                                                                                     |
| 10.14              | Agreement dated November 22, 2005, between the BayHill Group LC and Cognigen Networks, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 25, 2005).                                                                                                          |
|               |                                                                                                                                                                                                                                                                                     |
| 10.15              | Agreement dated December 9, 2005, among Cognigen Networks, Inc., the Andersen Family Trust No. 1 and Cantara Communications corporation (incorporated by reference to reference to Exhibit 10.1 to Form 8-K filed on December 15, 2005).                                                 |
|               |                                                                                                                                                                                                                                                                                     |
| 10.16              | Email dated April 21, 2006, terminating the BayHill Group, LC Agreement dated November 22, 2005 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on May 15, 2006).                                                                                                           |
|               |                                                                                                                                                                                                                                                                                     |
| 10.17              | Amendment #1, dated March 14, 2006, to Agreement Dated December 9, 2005, among Cognigen Networks, Inc., the Andersen Family Trust No. 1 and Cantara Communications Corporation (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 15, 2006).                            |
|               |                                                                                                                                                                                                                                                                                     |
| 10.18              | Amendment #2, dated May 12, 2006, to Agreement Dated December 9, 2005, among Cognigen Networks, Inc., 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 Cognigen Networks, Inc., Anza Borrego Partners, Inc., and Cognigen Business Systems, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on July 17, 2006).                                                     |
|               |                                                                                                                                                                                                                                                                                     |
| 10.20              | Termination Agreement, dated September 8, 2006, between Cognigen Networks, Inc. and Custom Switching Technologies, Inc (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 11, 2006).                                                                              |
|               |                                                                                                                                                                                                                                                                                     |
| 10.21              | Settlement Agreement and Mutual Release, dated September 8, 2006, between Cognigen Networks, Inc. and Custom Switching Technologies, Inc (incorporated by reference to Exhibit 10.2 to Form 8-K filed on September 11, 2006).                                                            |
|               |                                                                                                                                                                                                                                                                                     |
| 10.22              | Loan and Security Agreement Number 1601, between Cognigen Networks, Inc. and VenCore Solutions, LLC, including Warrant Purchase Agreements dated October 10, 2006 (incorporated by reference to Exhibit 10.22 to Form 10-KSB for the year ended June 30, 2006 filed on October 13, 2006) |

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|        |                                                                                                                                                                                                                                                                                                       |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.23       | Asset Purchase Agreement dated October 13, 2006, between Cognigen Networks, Inc. and Acceris Management and Acquisition LLC, including Management Services Agreement (incorporated by reference to Exhibit 10.23 to Form 10-KSB for the year ended June 30, 2006 filed on October 13, 2006)                |
|        |                                                                                                                                                                                                                                                                                                       |
| 10.24  | Amendment #3, dated October 13, 2006, to Agreement dated December 9, 2005 between Cognigen Networks, Inc., the Anderson Family Trust No. 1 and Cantara Communications Corporation, (incorporated by reference to Exhibit 10.24 to Form 10-KSB for the year ended June 30, 2006 filed on October 13, 2006). |
|        |                                                                                                                                                                                                                                                                                                       |
| 10.25       | Secured Subordinated Promissory Note for $100,000 dated June 15, 2007, between Cognigen Networks, Inc. and BayHill Capital, LC, including Security Agreement (incorporated by reference to Exhibit 10.25 to Form 10-KSB for the year ended June 30, 2007, filed on October 15, 2007).                      |
|        |                                                                                                                                                                                                                                                                                                       |
| 10.26       | Secured Subordinated Promissory Note for $150,000 dated June 28, 2007, between Cognigen Networks, Inc. and BayHill Capital, LC, including First Amendment to Security Agreement (incorporated by reference to Exhibit 10.26 to Form 10-KSB for the year ended June 30, 2007, filed on October 15, 2007).   |
|        |                                                                                                                                                                                                                                                                                                       |
| 10.27       | Secured Subordinated Promissory Note for $30,000 dated June 15, 2007, between Cognigen Networks, Inc. and BayHill Capital, LC, including Second Amendment to Security Agreement (incorporated by reference to Exhibit 10.27 to Form 10-KSB for the year ended June 30, 2007, filed on October 15, 2007).   |
|        |                                                                                                                                                                                                                                                                                                       |
| 10.28  | Agreement dated September 14, 2007 for the purchase of 100% ownership on Cognigen Business Systems, Inc. by Carl Silva and Anza Borrego Partners, Inc. (incorporated by reference to Exhibit 10.28 to Form 10-KSB for the year ended June 30, 2007, filed on October 15, 2007).                            |
|        |                                                                                                                                                                                                                                                                                                       |
| 10.29       | Amended and Restated Loan and Security Agreement between Cognigen Networks, Inc. and Silicon Valley Bank, dated April 23, 2007 (incorporated by reference to Exhibit 10.4 of Form 8-K filed October 23, 2007).                                                                                             |
|        |                                                                                                                                                                                                                                                                                                       |
| 10.30       | Secured Subordinated Promissory Note for $150,000, dated November 5, 2007, between Cognigen Networks, Inc. and BayHill Capital, LC, including Third Amendment to Security Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K filed November 8, 2007).                                        |
|        |                                                                                                                                                                                                                                                                                                       |
| 10.31       | Asset Purchase and Reorganization Agreement, dated November 30, 2007, between Cognigen Networks, Inc. and Commission River (incorporated by reference to Exhibit 10.29 of Form 8-K filed February 14, 2008).                                                                                               |
|        |                                                                                                                                                                                                                                                                                                       |
| 10.32       | Employment Agreement dated November 30, 2007 between Cognigen Networks, Inc. and Adam Edwards (incorporated by reference to Exhibit 10.30 of Form 8-K filed February 14, 2008).                                                                                                                            |
|        |                                                                                                                                                                                                                                                                                                       |
| 10.33       | Employment Agreement dated November 30, 2007 between Cognigen Networks, Inc. and Patrick Oborn (incorporated by reference to Exhibit 10.31 of Form 8-K filed February 14, 2008).                                                                                                                           |
|        |                                                                                                                                                                                                                                                                                                       |
| 10.34       | Cognigen Networks, Inc. 2008 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 of Form 8-K filed April 30, 2008).                                                                                                                                                                            |
|        |                                                                                                                                                                                                                                                                                                       |
| 10.35       | Press Release announcing the nonbinding letter of intents, dated June 9, 2009 (incorporated by reference to Exhibit 99.1 of Form 8-K filed June 9, 2009).                                                                                                                                                  |
|        |                                                                                                                                                                                                                                                                                                       |
| 14.1        | Code of Business Conduct and Ethics, adopted May 12, 2008 (incorporated by reference to Exhibit 14.1 to Form 10-KSB for the year ended June 30, 2008, filed on September 12, 2008).                                                                                                                        |
|        |                                                                                                                                                                                                                                                                                                       |
| 21          | Subsidiaries*                                                                                                                                                                                                                                                                                              |
|        |                                                                                                                                                                                                                                                                                                       |
| 23.1        | Consent of Ehrhardt Keefe Steiner & Hottman PC, our independent registered public accounting firm*                                                                                                                                                                                                     |
|        |                                                                                                                                                                                                                                                                                                       |
| 31.1        | Certification of Chief Executive Officer dated September 30, 2010*                                                                                                                                                                                                                                    |
| 31.2        | Certification of Chief Financial Officer dated September 30, 2010*                                                                                                                                                                                                                                         |

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|   |                                                                     |
|--------|--------------------------------------------------------------------------|
| 32.1   | Certification of Chief Executive Officer dated September 30, 2010*  |
| 32.2   | Certification of and Chief Financial Officer dated September 30, 2010*   |

| 99(a) | Form 8K filed on September 2, 1010 describing the sale of Commission River Corporation—incorporated by reference.  |
|-------|-------------------------------------------------------------------------------------------------------------------------------|
| 99(b) | Form 12b-25 filed on September 14, 2010 for extension of time to file this 10K—incorporated by reference.               |

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| (1) | This Report of the Audit Committee does not constitute soliciting material and shall not be deemed to be “filed” with the Securities and Exchange Commission or deemed to be incorporated by reference in previous or future documents filed by BHCC with the Securities and Exchange Commission under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent BHCC specifically incorporates this Report by reference in any such document. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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SIGNATURES

|                          |   |                        |   |                                                                                                                           |
|-------------------------------|--------|-----------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------|
|                          |   | BAYHILL CAPITAL CORPORATION |
|                          |   |                        |
| Date: September 30, 2010 |   | By:                         |   |  /s/    Robert K. BenchRobert K. BenchChief Executive Officer (Principal Executive Officer) |
|                          |   |                        |
| Date: September 30, 2010 |   | By:                         |   |  /s/    ROBERT K. BENCHRobert K. Bench Chief Financial Officer (Principal Financial Officer)     |

| Signature                                               |   | Title    |   | Date               |
|---------------------------------------------------------|--------|----------|--------|--------------------|
|                                                    |   |     |   |               |
| /s/ Robert K. Bench       |   | Director |   | September 30, 2010 |
| Robert K. Bench                                         |   |     |   |               |
|                                                    |   |     |   |               |
| /s/ James U. Jensen                                     |   | Director |   | September 30, 2010 |
| James U. Jensen                                         |   |     |   |               |
|                                                    |   |     |   |               |
| /s/ John M. Knab                                        |   | Director |   | September 30, 2010 |
| John M. Knab                                            |   |     |   |               |

| /s/ John D. Thomas |   | Director |   | September 30, 2010 |
|--------------------|--------|----------|--------|--------------------|
| John D. Thomas     |   |     |   |               |
|               |   |     |   |               |

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| 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 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 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 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 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 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 Form 8-K filed on November 4, 2002).                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                               |
| 3.6    | Amended and Restated Articles of Incorporation of Cognigen Networks, Inc., dated April 23, 2008 (incorporated by reference to Exhibit 99.2 to Form 8-K filed on April 30, 2008).                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                               |
| 3.7    | Certificate of Incorporation of BayHill Capital Corporation, dated April 24, 2008 (incorporated by reference to Exhibit 99.5 to Form 8-K filed on April 30, 2008).                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                               |
| 3.8    | Bylaws as amended through May 17, 2005 (incorporated by reference to Exhibit 3.2 to Form 8-K filed on May 19, 2005).                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                               |
| 3.9    | Bylaws of BayHill Capital Corporation, as adopted on May 12, 2008 (incorporated by reference to Exhibit 3.1 to Form 10-KSB filed on May 14, 2008).                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                               |
| 10.1   | Purchase Agreement among Cognigen Networks, Inc., Stanford Financial Group Company, Inc. and Stanford Venture Capital Holdings, Inc. (incorporated by reference to Exhibit 10 to 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 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 Form 10-QSB for the quarter ended March 31, 2001).                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                               |
| 10.4   | Stock Redemption Agreement dated November 30, 2001 between Cognigen Networks, Inc., 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 Form 8-K filed on December 20, 2001).                               |
|   |                                                                                                                                                                                                                                                                                                                               |
| 10.5   | Transitional Supplemental Consulting Engagement letter dated July 11, 2002, between Cognigen Networks, Inc. and Kevin E. Anderson Consulting, Inc. (incorporated by reference to Exhibit 10.10 to Form 10-KSB for the year ended June 30, 2002).                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                               |
| 10.6   | Consultancy Engagement Agreement dated September 9, 2002, by and between Cognigen Networks, Inc. and Combined Telecommunications Consultancy, Ltd and letter dated September 9, 2003 extending the Consulting Engagement Agreement (incorporated by reference to Exhibit 10.11 to Form 10-KSB/A for the year ended June 30, 2003.) |
|   |                                                                                                                                                                                                                                                                                                                               |
| 10.7   | Modified Supplemental Consulting Engagement letter dated March 4, 2003 between Cognigen Networks, Inc. and Kevin Anderson (incorporated by reference to Form 10- KSB/A for the year ended June 30, 2003).                                                                                                                          |

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|   |                                                                                                                                                                                                                                                                                     |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.8   | Extension of Modified Supplemental Consulting Engagement Agreement dated February 9, 2004 between Cognigen Networks, Inc. and Kevin Anderson Consulting, Inc. (incorporated by reference to Exhibit 2.1 to Form 10-QSB for the Quarter ended December 31, 2003).                    |
|   |                                                                                                                                                                                                                                                                                     |
| 10.9   | Amendment dated September 9, 2004, to Consulting Engagement Agreement between Cognigen Networks, Inc. and Combined Telecommunications Consultancy, Ltd. (incorporated by reference to Exhibit 10.15 to our Form 10-KSB for the fiscal year ended June 30, 2004).                    |
|   |                                                                                                                                                                                                                                                                                     |
| 10.10  | Accounts Receivable Purchase Agreement dated December 26, 2003, between Cognigen Networks, Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 10.16 to Form 10- KSB for the fiscal year ended June 30, 2004).                                                            |
|   |                                                                                                                                                                                                                                                                                     |
| 10.11  | Accounts Receivable Purchase Modification Agreement dated November 24, 2004 between Cognigen Networks, Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to 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 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 Form 8-K filed on June 23, 2005).                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                     |
| 10.14  | Agreement dated November 22, 2005, between the BayHill Group LC and Cognigen Networks, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 25, 2005).                                                                                                          |
|   |                                                                                                                                                                                                                                                                                     |
| 10.15  | Agreement dated December 9, 2005, among Cognigen Networks, Inc., the Andersen Family Trust No. 1 and Cantara Communications corporation (incorporated by reference to reference to Exhibit 10.1 to Form 8-K filed on December 15, 2005).                                                 |
|   |                                                                                                                                                                                                                                                                                     |
| 10.16  | Email dated April 21, 2006, terminating the BayHill Group, LC Agreement dated November 22, 2005 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on May 15, 2006).                                                                                                           |
|   |                                                                                                                                                                                                                                                                                     |
| 10.17  | Amendment #1, dated March 14, 2006, to Agreement Dated December 9, 2005, among Cognigen Networks, Inc., the Andersen Family Trust No. 1 and Cantara Communications Corporation (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 15, 2006).                            |
|   |                                                                                                                                                                                                                                                                                     |
| 10.18  | Amendment #2, dated May 12, 2006, to Agreement Dated December 9, 2005, among Cognigen Networks, Inc., 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 Cognigen Networks, Inc., Anza Borrego Partners, Inc., and Cognigen Business Systems, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on July 17, 2006).                                                     |
|   |                                                                                                                                                                                                                                                                                     |
| 10.20  | Termination Agreement, dated September 8, 2006, between Cognigen Networks, Inc. and Custom Switching Technologies, Inc (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 11, 2006).                                                                              |
|   |                                                                                                                                                                                                                                                                                     |
| 10.21  | Settlement Agreement and Mutual Release, dated September 8, 2006, between Cognigen Networks, Inc. and Custom Switching Technologies, Inc (incorporated by reference to Exhibit 10.2 to Form 8-K filed on September 11, 2006).                                                            |
|   |                                                                                                                                                                                                                                                                                     |
| 10.22  | Loan and Security Agreement Number 1601, between Cognigen Networks, Inc. and VenCore Solutions, LLC, including Warrant Purchase Agreements dated October 10, 2006 (incorporated by reference to Exhibit 10.22 to Form 10-KSB for the year ended June 30, 2006 filed on October 13, 2006) |

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|        |                                                                                                                                                                                                                                                                                                       |   |   |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| 10.23       | Asset Purchase Agreement dated October 13, 2006, between Cognigen Networks, Inc. and Acceris Management and Acquisition LLC, including Management Services Agreement (incorporated by reference to Exhibit 10.23 to Form 10-KSB for the year ended June 30, 2006 filed on October 13, 2006)                |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 10.24  | Amendment #3, dated October 13, 2006, to Agreement dated December 9, 2005 between Cognigen Networks, Inc., the Anderson Family Trust No. 1 and Cantara Communications Corporation, (incorporated by reference to Exhibit 10.24 to Form 10-KSB for the year ended June 30, 2006 filed on October 13, 2006). |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 10.25       | Secured Subordinated Promissory Note for $100,000 dated June 15, 2007, between Cognigen Networks, Inc. and BayHill Capital, LC, including Security Agreement (incorporated by reference to Exhibit 10.25 to Form 10-KSB for the year ended June 30, 2007, filed on October 15, 2007).                      |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 10.26       | Secured Subordinated Promissory Note for $150,000 dated June 28, 2007, between Cognigen Networks, Inc. and BayHill Capital, LC, including First Amendment to Security Agreement (incorporated by reference to Exhibit 10.26 to Form 10-KSB for the year ended June 30, 2007, filed on October 15, 2007).   |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 10.27       | Secured Subordinated Promissory Note for $30,000 dated June 15, 2007, between Cognigen Networks, Inc. and BayHill Capital, LC, including Second Amendment to Security Agreement (incorporated by reference to Exhibit 10.27 to Form 10-KSB for the year ended June 30, 2007, filed on October 15, 2007).   |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 10.28  | Agreement dated September 14, 2007 for the purchase of 100% ownership on Cognigen Business Systems, Inc. by Carl Silva and Anza Borrego Partners, Inc. (incorporated by reference to Exhibit 10.28 to Form 10-KSB for the year ended June 30, 2007, filed on October 15, 2007).                            |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 10.29       | Amended and Restated Loan and Security Agreement between Cognigen Networks, Inc. and Silicon Valley Bank, dated April 23, 2007 (incorporated by reference to Exhibit 10.4 of Form 8-K filed October 23, 2007).                                                                                             |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 10.30       | Secured Subordinated Promissory Note for $150,000, dated November 5, 2007, between Cognigen Networks, Inc. and BayHill Capital, LC, including Third Amendment to Security Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K filed November 8, 2007).                                        |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 10.31       | Asset Purchase and Reorganization Agreement, dated November 30, 2007, between Cognigen Networks, Inc. and Commission River (incorporated by reference to Exhibit 10.29 of Form 8-K filed February 14, 2008).                                                                                               |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 10.32       | Employment Agreement dated November 30, 2007 between Cognigen Networks, Inc. and Adam Edwards (incorporated by reference to Exhibit 10.30 of Form 8-K filed February 14, 2008).                                                                                                                            |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 10.33       | Employment Agreement dated November 30, 2007 between Cognigen Networks, Inc. and Patrick Oborn (incorporated by reference to Exhibit 10.31 of Form 8-K filed February 14, 2008).                                                                                                                           |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 10.34       | Cognigen Networks, Inc. 2008 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 of Form 8-K filed April 30, 2008).                                                                                                                                                                            |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 10.35       | Press Release announcing the nonbinding letter of intents, dated June 9, 2009 (incorporated by reference to Exhibit 99.1 of Form 8-K filed June 9, 2009).                                                                                                                                                  |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 14.1        | Code of Business Conduct and Ethics, adopted May 12, 2008 (incorporated by reference to Exhibit 14.1 to Form 10-K for the year ended June 30, 2008, filed on September 12, 2008).                                                                                                                          |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 21          | Subsidiaries*                                                                                                                                                                                                                                                                                              |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 23.1        | Consent of Ehrhardt Keefe Steiner & Hottman PC, our independent registered public accounting firm*                                                                                                                                                                                                     |   |   |
|        |                                                                                                                                                                                                                                                                                                       |   |   |
| 31.1        | Certification of Chief Executive Officer dated September 30, 2010*                                                                                                                                                                                                                                    |   |   |
| 31.2        | Certification of Chief Financial Officer dated September 30, 2010*                                                                                                                                                                                                                                         |   |   |

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|                  |                                                                                                                          |         |   |
|-----------------------|-------------------------------------------------------------------------------------------------------------------------------|--------------|--------|
| 32.1                  | Certification of Chief Executive Officer dated September 30, 2010*                                                       |         |   |
| 32.2                  | Certification of and Chief Financial Officer dated September 30, 2010*                                                   |         |   |
| 99(a)                 | Form 8K filed on September 2, 2010 describing the sale of Commission River Corporation—incorporated by reference.  |         |   |
| 99(b)                 | Form 12b-25 filed on September 14, 2010 for extension of time to file this 10K—incorporated by reference.               |         |   |
|  *Filed herewith |                                                                                                                          |    |

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