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                           U.S. SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549

                                       FORM 10-KSB/A

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

                          For the fiscal year ended June 30, 2004

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

              For the transition period from ______________ to ______________

                               Commission file number 0-11730

                                  COGNIGEN NETWORKS, INC.
                       (Name of small business issuer in its charter)

COLORADO                                           84-1089377
--------                                           ----------
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or                                Identification No.)
organization)

6405 218th Street, SW, Suite 305                   98043
                                                   -----
Mountlake Terrace, Washington                      (Zip Code)
-----------------------------
(Address of principal
executive offices)

Issuer's telephone number: (425) 329-2300

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

         Securities registered under Section 12(g) of the Exchange Act:

                                  Common Stock
                          ----------------------------
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes |X| No __
                                                                       ---

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

     State issuer's revenue for its most recent fiscal year: $10,735,099

     The aggregate market value of the voting and non-voting  common equity held
by non-affiliates  at September 2, 2004,  computed by reference to the last sale
price of $0.17 per share on the OTC Bulletin Board, was $332,747.

     The number of shares  outstanding of each of the issuer's classes of common
equity on September 2, 2004, was 8,753,972.

                            Documents Incorporated by Reference

                                            None

      Transitional Small Business Disclosure Format   Yes    __         No   |X|
                                                                             ---

================================================================================

                                     TABLE OF CONTENTS

PART I
Item 1.  Description of Business*
Item 2.  Description of Property*
Item 3.  Legal Proceedings*
Item 4.  Submission of Matters to a Vote of Security Holders*

PART II
Item 5.  Market for Common Equity and Related Stockholder Matters*
Item 6.  Management's Discussion and Analysis or Plan of Operation*
Item 7.  Financial Statements*
Item 8.  Changes In and Disagreements with Accountants on Accounting and Financial
         Disclosure*
Item 8A.  Controls and Procedures*
Item 8B.  Other Information*

PART III
Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance with
          Section 16(a) of the Exchange Act
Item 10.  Executive Compensation
Item 11.  Security Ownership of Certain Beneficial Owners and Management and Related
          Stockholder Matters
Item 12.  Certain Relationships and Related Transactions
Item 13.  Exhibits and Reports on Form 8-K
Item 14.  Principal Accountant Fees and Services

*The  information required by Items 1 through 8 was set forth in our Annual
Report on Form 10-KSB that was filed on September 22, 2004.

                                     **PART III

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

                                        CURRENT DIRECTORS**

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

            Name and Position                    Age        Director Since
            -----------------                    ---        --------------
      Thomas S. Smith                            62              2004
      President, Chief Executive Officer
      and Director
      Gary L. Cook                               46              2003
      Senior Vice President, Chief
      Financial Officer, Secretary,
      Treasurer and Director
      David L. Jackson (3)                       66              1995
      Director
      Christopher R. Seelbach (1)(4)             65              2001
      Director
      Robert B. Segal (1)(2)                     60              2004
      Director
      James H. Shapiro (3)(4)                    66              2002
      Director

Thomas  S.  Smith  has  been one of our  directors  since  January  2004 and our
President and Chief Executive Officer since December 2003. From April 2003 until
December 31, 2003,  Mr. Smith was a shareholder  of Jones & Keller,  P.C.;  from
August 2000 until April 2003,  he was a partner of and then of counsel to Dorsey
& Whitney,  LLP;  from  September  1996 until August 2000,  he was a director of
Smith McCullough, P.C.; from 1972 until August 1996, he was a director of Hopper
and Kanouff, P.C. During all of his law firm experience,  he practiced corporate
and  securities  law. He graduated  from Duke  University  and the University of
North Carolina Law School.

Gary L. Cook has been one of our directors  since June 2003, our Secretary since
April 2004, and our Senior Vice President, Chief Financial Officer and Treasurer
since March 2003.  Mr. Cook was one of our  directors  from  October  2002 until
March 2003. From June 2002 to March 2003, Mr. Cook was an independent  financial
consultant.  From  February  1998 to June 2002,  Mr. Cook was the  Secretary and
Treasurer of eVision  International,  Inc., which has no significant  operations
and formerly was a holding company,  and was Chief Financial  Officer of eVision
International,  Inc. from September  1998 to June 2002.  From 1998 to June 2002,
Mr.  Cook was Chief  Financial  Officer,  Treasurer  and a Director  of American
Frontier   Financial   Corporation,   a  wholly  owned   subsidiary  of  eVision
International, Inc. American Frontier Financial Corporation filed for Bankruptcy
in October 2001. The bankruptcy filing was dismissed in April 2002. From 1994 to
1996,  Mr.  Cook  was  principal  of a small  business  venture  in which he had
majority ownership, and from 1982 to 1994, he was an auditor with KPMG, LLP. Mr.
Cook also is a director of Global Med Technologies, Inc. Mr. Cook graduated from
Brigham Young University.

David L. Jackson has been one of our directors  since February 1995, and was our
Senior Vice President of Corporate and Public Affairs or our Vice President from
August 1999 to April 2004,  our  Secretary  from August 1999 to April 2004,  our
Treasurer from August 1999 to July 2000, our President and Chairman of the Board
from 1996 to August 1999, our Vice President from 1995 to 1996 and our President
and the Chairman of the Board from 1990 to 1992. From August 1999 to March 2002,
Mr.   Jackson   was   a   director   and   the   Secretary   of   Inter-American
Telecommunications  Holding Corporation,  the net assets of which we acquired in
August 1999.  Mr.  Jackson has been a licensed  real estate broker in California
since 1991. Mr. Jackson  graduated from Northwest  Nazarene  University and from
the  University  of Denver,  College of Law.  Mr.  Jackson is an  arbitrator  in
dispute  resolution  of  commercial  and  labor  law.  He was on the  roster  of
arbitrators  of the Federal  Mediation  and  Conciliation  Service of the United
States Government from March 1994 to October 2002.

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

Robert B. Segal has been one of our directors  since December 2004.  Since 1989,
Mr. Segal has been Chief  Executive  Officer of Segal & Co. and Segal  Holdings,
Inc.  From 2000 to 2004 Mr.  Segal  served as board  chairman and CEO of Oceanic
Digital  Communications.  From 1975 to 1989 Mr. Segal was managing  director and
head of  corporate  finance for the  Mid-Atlantic  region for Smith Barney & Co.
From 1969 to 1974,  Mr. Segal was corporate  vice president and a shareholder of
Hornblower & Weeks-Hemphill, Noyes. Mr. Segal is a graduate of the University of
Manitoba and received an MBA from the Harvard Business School.

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

(1)  Member of our Audit Committee.

(2)  Robert B. Segal has been  determined  by our Board of  Directors  to be the
     financial expert on our Audit Committee.

(3)  Member of our Compensation Committee.

(4)  Christopher  R.  Seelbach,  Robert  B.  Segal  and  James  H.  Shapiro  are
     independent  within the  meaning of Rules  4200(a)(15)  and  4350(d) of the
     NASDAQ Stock Market.

                                        **EXECUTIVE OFFICERS**

     Our  executive  officers are Thomas S. Smith and Gary L. Cook,  information
pertaining to them is set forth under  Current  Directors  above.  Our executive
officers  are elected  annually at the first  meeting of the Board of  Directors
held after each annual meeting of shareholders. Each executive officer will hold
office until his or her successor  duly is elected and  qualified,  until his or
her death or  resignation  or until he or she  shall be  removed  in the  manner
provided by our bylaws.

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

                                               **CONSULTANT**

     Kevin E.  Anderson is not one of our  executive  officers  but makes and is
expected to make a significant  contribution to our business.  Mr. Anderson, who
is 53, has been a consultant to us and our Board of Directors  since August 1999
and the founder and  President  of Cognigen  Corporation  and Kevin E.  Anderson
Consulting, Inc. Mr. Anderson graduated from the University of California at Los
Angeles.

                     **SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE**

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

     Based  solely on a review of the  Forms 3, 4 and 5 and  amendments  thereto
furnished to us during our fiscal year ended June 30, 2004, the persons who were
either one of our directors or officers or who beneficially  owned more than 10%
of our common  stock who failed to file on a timely  basis  reports  required by
Section 16(a) of the Securities Exchange Act of 1934 were Kevin E. Anderson, the
Anderson Family Trust and Peter Tilyou, as trustee of the Anderson Family Trust,
all of whom may have failed to file their  respective  Forms 4 or Forms 5 during
our fiscal year ended June 30, 2004, and Stanford Venture Capital Holdings, Inc.
and Stanford Financial Group Company,  Inc., which may have failed to file their
respective  Forms 3, Forms 4, or Forms 5 during  our fiscal  year ended June 30,
2004. Mohammed I. Marafie and Al Nour International  Holding Co. may have failed
to file their  respective  Forms 3,  Forms 4 or Forms 5 during  our fiscal  year
ended June 30, 2004.

**Item 10.  Executive Compensation.****EXECUTIVE COMPENSATION**

     The  following  table  provides  certain  information   pertaining  to  the
compensation paid by us and our subsidiaries  during our last three fiscal years
for services  rendered by our Chief  Executive  Officer and the persons who were
our most highly  compensated  executive  officers and who received annual salary
and bonus in excess of  $100,000  from us during the fiscal  year ended June 30,
2004.

                                 Summary Compensation Table
                                 --------------------------

                                                                Long Term
                                                               Compensation
                                  Annual Compensation             Awards
                                  -------------------             ------
                  Fiscal
    Name and      Year                                Other     Securities     All Other
   Principal      Ended                            Annual Comp  Underlying    Compensation
    Position      June 30  Salary ($)   Bonus ($)      ($)      Options (#)       ($)
    --------      -------  ----------   ---------  -----------  -----------   ------------
Thomas S. Smith    2004     $100,000      -- --     -- -- (a)     200,000       -- --
President and      2003       -- --       -- --     -- -- (a)      -- --        -- --
Chief Executive    2002       -- --       -- --     -- -- (a)      -- --        -- --
Officer since
December 2003

Gary L. Cook       2004     $155,785      -- --     -- --          -- --        -- --
Senior Vice        2003      $41,000      -- --     -- --        $130,000       -- --
President, Chief   2002       -- --       -- --     -- --          -- --        -- --
Financial
Officer,
Secretary and
Treasurer

Darrell H. Hughes  2004      $  36,944    -- --     $ 4,050(c)      -- --        -- --
President from     2003      $153,880     -- --     $10,635(c)      -- --        -- --
July 2000 to       2002      $125,000(b)  -- --     $24,638(c)      -- --        -- --
October 2003 and
Chief Executive
Officer from
October 1999 to
October 2003

David L. Jackson   2004      $104,576     -- --     $ 3,000(d)      -- --        -- --
President and      2003      $132,096     -- --      -- --          -- --        -- --
Treasurer until    2002                   -- --      -- --          -- --        -- --
August 20, 1999              $120,000(b)
and Senior Vice
President of
Corporate and
Public Affairs
and Secretary
from August 20,
1997 to April 7,
2004.

     (a) Does not include any amounts paid to the law firms with which Thomas S.
Smith was affiliated during our fiscal years ended June 2004, 2003, and 2002.

     (b) We issued to Darrell H. Hughes and David L.  Jackson  9,376,  and 9,376
shares of our common stock, respectively, in lieu of cash, for approximately 20%
of their salary for the periods  ending August 31,  September 15,  September 30,
October 15, October 31 and November 15, 2001. The number of shares of our common
stock  issued was based on a value of $0.64 per  share.  The $0.64 per share was
the last reported sale price of our common stock on September 24, 2001.

     (c) The $4,050, $10,635 and $24,638 represent the amounts Darrell H. Hughes
was  reimbursed  for  items he was  entitled  to under his  original  employment
agreement  with us. The $4,050  consists of an  automobile  allowance of $1,800,
life insurance  premiums of $450, and medical  insurance of $1,800 after he left
us. The $10,635  consists of an automobile  allowance of $7,200,  life insurance
premiums  of  $1,560  and a  contribution  match  of  $1,875  for  his  previous
employer's  401(k) plan.  The $24,638  represents a  contribution  match for his
previous employer's 401(k) plan of $8,438 and an automobile allowance of $16,200
for 27 months.

     (d)  Represents  $1,000 per month in director's  fees that were accrued for
David L.  Jackson  for  April,  May and June  2004 but were not paid to David L.
Jackson until after June 2004.

                         **OPTION INFORMATION PERTAINING TO EXECUTIVE OFFICERS****Option Grants in Last Fiscal Year**

     No options to purchase our common stock were granted by us to Gary L. Cook,
Darrell H. Hughes,  or David L.  Jackson  during our last fiscal year ended June
30, 2004.

     The following table sets forth information pertaining to options granted by
us to Thomas S. Smith during our last fiscal year ended June 30, 2004.

                       Number of      Percent of Total
                       Securities      Options Granted
                       Underlying      to Employees in   Exercise or Base
       Name          Options Granted     Fiscal Year           Price        Expiration Date
       ----          ---------------     -----------           -----        ---------------
  Thomas S. Smith        200,000             95%               $.23            01/26/09

     The options granted to Thomas S. Smith became immediately exercisable as to
100,000 shares and become exercisable as to 25,000 shares on each of January 26,
2005, 2006, 2007, and 2008.

**Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values**

     No  options to  purchase  our common  stock  were  exercised  by any of our
executive  officers  during our fiscal year ended June 30, 2004.  The  following
table provides  information with respect to the unexercised  options to purchase
our common stock held by Thomas S. Smith and Gary L. Cook as of June 30, 2004:

                       Number of Securities           Value of Unexercised
                      Underlying Unexercised              In-the-Money
                   Options at Fiscal Year End      Options at Fiscal Year End
      Name          Exercisable/Unexercisable     Exercisable/Unexercisable(1)
      ----          -------------------------     ----------------------------

Thomas S. Smith            100,000 / 0                    $ 0 / $ 0 (1)

Gary L. Cook               130,000 / 0                    $ 0 / $ 0 (1)

(1) The  closing  price per share on June 30,  2004 was lower than the  exercise
price.

                                 **COMPENSATION OF DIRECTORS**

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

     For the period from April 1, 2004 to June 30, 2004, we accrued for David L.
Jackson $3,000 in directors' fees.

     For the period  from July 1, 2003 to June 30,  2004,  we paid to or accrued
for Mr.  Seelbach  $14,200 in directors' fees and for serving on our committees.
We also paid Mr. Seelbach $211 and $224, respectively, in commissions during our
fiscal years ended June 30, 2004 and 2003.

     For the period of time from July 1, 2003, through June 30, 2004, we paid to
or accrued for James H. Shapiro  $13,000 in  directors'  fees and for serving on
our committees.

                          **EMPLOYMENT AGREEMENTS**

     We have no employment  agreements with anyone and have no compensation plan
or arrangement required to be reported hereunder for such persons.

                          **CONSULTING AGREEMENTS**

     In March  2003,  we  entered  into a  consulting  agreement  with  Kevin E.
Anderson    Consulting,    Inc.    to   provide    expanded    consulting    and
technical/administrative services. Under the consulting agreement, we paid Kevin
E. Anderson  Consulting,  Inc.  $4,000 per month  commencing in January 2003 and
paid approximately  $700 per month of expenses  associated with his Internet T-1
connection.

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

                           PRINCIPAL SHAREHOLDERS AND
                      SECURITY OWNERSHIP OF MANAGEMENT**

     The following table sets forth as of December 6, 2004, the number of shares
of our  outstanding  common  stock  beneficially  owned  by each of our  current
directors,  sets  forth the  number of shares of our  outstanding  common  stock
beneficially  owned by all of our current executive  officers and directors as a
group, and sets forth the number of shares of our outstanding common stock owned
by each person who owned of record, or was known to own beneficially,  more than
five percent of the outstanding shares of our common stock:

                                    Amount and Nature
                                      of Beneficial
         Name and Address              Ownership(1)            Percent of Class
         ----------------             ------------             ----------------

Thomas S. Smith                         400,000(2)                    3.4%
9800 Mt. Pyramid Court
Suite 400
Englewood, CO  80112

Gary L. Cook                            430,000(3)                    4.8%
9800 Mt. Pyramid Court
Suite 400
Englewood, CO  80112

David L. Jackson                        283,649                       3.2%
P.O. Box 1443
Lafayette, CA 94549

Christopher R. Seelbach                  40,000(4)                Less than 1%
44 Woodcrest Avenue
Short Hills, NJ  07078

Robert B. Segal                             -0-                       0.0%
996 Haverstraw Road
Suffern, NY  10901

James H. Shapiro                         25,188(5)                Less than 1%
20223 92nd  Avenue West
Edmonds, WA  98026

All current executive officers        1,178,830(6)                  12.6%
and directors as a group (5
persons)

Cognigen Corporation                     25,250(7)                Less than 1%
2608 Second Avenue, Suite 108
Seattle, WA 98121

Anderson Family Trust                 1,158,505(7)(8)                13.2%
2608 Second Avenue, Suite 555
Seattle, WA 98120

Kevin E. Anderson                     1,158,505(7)(8)                13.2%
827 Union Pacific Boulevard
PMB 71-374
Laredo, TX  78045-9452

Peter Tilyou                          1,158,505(9)(10)               13.2%
2608 Second Avenue, Suite 555
Seattle, WA 98121

Stanford Venture Capital              1,075,000(11)                  11.5%
Holdings, Inc.
5050 Westheimer
Houston, TX  77056

Mohammed I. Marafie                   1,550,621(12)                  16.8%
P.O. Box 104
Safat 13002 Kuwait

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

(2)  Includes 100,000 shares underlying a presently exercisable option. Does not
     include  100,000 shares that underlie an option that is not yet exercisable
     as to the 100,000 shares.

(3)  Includes 130,000 shares underlying two presently exercisable options.

(4)  Includes 25,000 shares underlying presently exercisable options.

(5)  Includes 25,000 shares underlying presently exercisable options.

(6)  Includes the 280,000 shares  underlying the presently  exercisable  options
     specified in footnotes (2) through (5) above.

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

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

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

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

(11) Includes  500,000  shares  issuable upon  conversion of our 8%  Convertible
     Preferred  Stock.   Also,   includes  400,000  shares  and  175,000  shares
     underlying presently exercisable warrants owned by Stanford Financial Group
     Company,  Inc.  which has the same  address  as  Stanford  Venture  Capital
     Holdings,  Inc. The  information  pertaining  to these shares is based on a
     joint Schedule 13G filed by Stanford  Venture  Capital  Holdings,  Inc. and
     Stanford Financial Group Company, Inc. and our records.

(12) Our shareholder  records indicate that Mohammed Ibrahim Marafi owns 148,686
     shares of our common stock, that Mohammed I. Marafie owns 250,000 shares of
     our common  stock and that Al Nour  International  Holding Co. owns 651,935
     shares of our common stock.  We are also aware that Mohammed I. Marafie and
     Al Nour  International  Holding Co. each own  warrants to purchase  250,000
     shares of our common  stock they are  exercisable  at $1.00 per share until
     October  29,  2005.  We are also  aware  that  Mohammed  I.  Marafie is the
     Chairman and the  Managing  Director of Al Nour  International  Holding Co.
     However,  neither Mohammed Ibrahim Marafi,  Mohammed I. Marafie nor Al Nour
     International Holding Co. have filed a Schedule 13D or any Forms 3, 4, or 5
     with the United States Securities and Exchange Commission. Therefore we are
     unable to  determine  what number of our shares are  beneficially  owned by
     such persons.  However,  if they are all beneficially  owned by Mohammed I.
     Marafie,  he will be deemed to  beneficially  own 16.8% of our  outstanding
     common stock.

**Stock Option Plan**

     We adopted an incentive and non-statutory option plan at our Annual Meeting
of  Shareholders  held on March 15, 2001.  The plan  authorizes  the granting of
options to our officers, directors, employees and consultants to purchase shares
of our common stock.

     The following is a table with information regarding our equity compensation
plans as of June 30, 2004:

                                 **Equity Compensation Plans

--------------------------------------------------------------------------------
Plan category            Number of       Weighted-average    Number of
                         securities to   exercise price of   securities
                         be issued upon  outstanding         remaining
                         exercise of     options, warrants   available for
                         outstanding     and rights          future issuance
                         options,                            under equity
                         warrants and                        compensation
                         rights                              plans (excluding
                         (a)             (b)                 securities
                                                             reflected in
                                                             column (a)
                                                              (c))**
--------------------------------------------------------------------------------

Equity compensation
plans approved by            475,000            $0.33             150,000
security holders
--------------------------------------------------------------------------------
Equity compensation
plans not approved by
security holders            2,225,000           $2.06                -
--------------------------------------------------------------------------------
Total                       2,700,000           $1.76             150,000
--------------------------------------------------------------------------------

     A  description  of the  options and  warrants  issued  without  shareholder
approval is contained in Note 8 - Stockholder's Equity (deficit) - Stock Options
and Warrants - contained in our Notes to Consolidated  Financial Statements that
were filed as a part of Item 7 of our 10-KSB that was previously filed.

**Item 12.  Certain Relationships and Related Transactions.

                     TRANSACTIONS WITH MANAGEMENT AND OTHERS
                       AND CERTAIN BUSINESS RELATIONSHIPS

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

     On December 7, 2001,  we closed a  transaction  in which we  purchased,  or
redeemed,  2,712,500  shares of our common stock from the Anderson Family Trust.
The  Anderson  Family  Trust  delivered  shares  from  those  owned by  Cognigen
Corporation, a company 98.9 % owned by the Anderson Family Trust, to satisfy its
obligation  pursuant to the  transaction.  Kevin E.  Anderson and members of his
family are the beneficiaries of the Anderson Family Trust. Kevin E. Anderson may
be deemed  to  beneficially  own the  shares of our  common  stock  owned by the
Anderson Family Trust.

     As  consideration  for the share purchase,  among other  consideration,  we
transferred  to Cantara  Communications  Corporation,  an  affiliate of Kevin E.
Anderson,  the rights to become the up-line for our current accounts and thereby
be entitled to commissions,  fees and bonuses on our current customer  accounts,
with a commission not to exceed 12% which commission was limited by various caps
through  December 31,  2002.  The amount of  commissions,  fees and bonuses that
Cantara Communications  Corporation is entitled to is totally dependent upon the
commissions that we generate from new and repeat sales of services and products.
In addition, as a part of the transaction,  our agreement with Kevin E. Anderson
Consulting,  Inc., pursuant to which we paid Kevin E. Anderson Consulting,  Inc.
consulting  fees of $14,583 per month,  was  cancelled and Kevin E. Anderson was
retained through March 31, 2003 at the rate of $1,000.00 per month to provide up
to 20 hours  telecommuting  consulting  services to us per month.  Also, under a
separate  consulting  agreement  we have  paid and will  pay  Kevin E.  Anderson
Consulting,   Inc,   an   additional   amount  for   expanded   consulting   and
technical/administrative  services.  For the years  ended June 30, 2004 and June
30, 2003 we paid  Cantara  Communications  Corporation  $526,644 and $535,402 in
commissions,  respectively,  and paid Kevin E. Anderson  Consulting Inc. $48,000
and $70,000,  respectively. For the years ended June 30, 2004 and June 30, 2003,
we also paid members of Kevin E. Anderson's  family $50,164 and $43,703 in agent
commissions, respectively.

**Transactions with Stanford Venture Capital Holdings,  Inc and Stanford Financial
Group Company, Inc.**

     On October 17, 2002 we issued  500,000  shares of 8%  Convertible  Series A
Preferred Stock (Preferred Stock) to Stanford Venture Capital Holdings, Inc. for
$500,000. Each share of the Preferred Stock is convertible, at the option of the
holder,  into one share of our common stock for a period of five years.  At that
time,  the  Preferred  Stock is  automatically  converted to common  stock.  The
Preferred Stock does not have voting rights and has a liquidation  preference of
$1.00 per share.  In conjunction  with the issuance of the Preferred  Stock,  we
paid $30,000 in cash and issued  64,516  shares of our common  stock,  valued at
$20,000, to a third-party consultant as a finder's fee.

     Dividends on the Preferred Stock are cumulative at the rate of 8% per annum
of the  liquidation  value,  $1.00 per share,  are payable in cash,  when and if
declared by the Board of  Directors,  and are  preferential  to any other junior
securities,  as defined. We have accrued dividends of $10,000 per quarter on the
Preferred Stock.

     As part of the agreement dated October 17, 2002, discussed above,  Stanford
Financial  Group  Company,  Inc.  agreed to  transfer to us an  approximate  32%
interest in Miami based American Communications,  a private company, in exchange
for 400,000 shares of our common stock,  two-year  warrants to purchase  150,000
shares of our common stock at an exercise  price of $.50 per share and five-year
warrants to purchase  350,000 shares of our common stock at an exercise price of
$.75 per share.  This  transaction  was  completed on February 5, 2003,  and the
warrants were issued.  Of the warrants to purchase  150,000 shares,  warrants to
purchase  75,000 shares were issued to principals  of Stanford  Financial  Group
Company,  Inc. Of the warrants to purchase 400,000 shares,  warrants to purchase
175,000  shares were issue to principals of Stanford  Financial  Group  Company,
Inc. The two-year  warrants to purchase  150,000 shares  expired  unexercised in
October 2004.

     On  February 3, 2003,  we entered  into a letter of intent with David Stone
and Harry  Gorlovezky,  members of  American  Communications,  pursuant to which
Messrs.  Stone and Gorlovezky indicated their intent to purchase the approximate
32% interest in American Communications that we acquired from Stanford Financial
Group, Inc. for a cash consideration of $22,500. In addition,  Messrs. Stone and
Gorlovezky  had the  right,  until  June 10,  2003,  to  purchase  the  $300,000
Promissory  Note and  Agreement  due in  October  2004 for a  purchase  price of
$77,500 in cash.  The  $22,500  was  received  and the 32%  interest in American
Communications  was  delivered to Messrs.  Stone and  Gorlovezky.  The option to
purchase the $300,000  Promissory  Note and  Agreement  was not exercised and we
agreed to accept $100,000 plus $2,000 in attorney's  fees for full  satisfaction
of the Promissory Note if paid by July 2004. All but $20,000 was paid by the due
date which put the settlement  agreement in default and the $80,000 received was
applied  to  interest  on  the  original  note  and  the  remaining  balance  of
approximately  $320,000  remains  due and in  default.  We have  filed a lawsuit
against American Communications and the two guarantors of the note to attempt to
collect the remaining balance due.

**Transaction with Intandem Communications Corp.**

     On April 1, 2003, we, and Intandem Communications Corp. ("Intandem"), David
B.  Hurwitz  ("Hurwitz"),  Richard G. De Haven ("De Haven") and Anthony T. Sgroi
("Sgroi") entered into an agreement ("Funding  Agreement")  pursuant to which we
agreed to  provide  up to  $448,093  in a series of loans  over a period of nine
months to Intandem.

     As of  June  30,  2004,  we had  made  advances  of  $454,149  to  Intandem
Communications  Corp.  On April 1, 2003,  we and certain  principals of Intandem
entered into an  agreement  (Funding  Agreement)  pursuant to which we agreed to
provide up to $448,093 in a series of loans to Intandem.  Effective  February 1,
2004,  by mutual  agreement  of the  principals  of Intandem and us, the Funding
Agreement was terminated and a separate  agreement,  the  Termination of Funding
Agreement and Settlement Agreement (Termination Agreement), was entered into.

     The  Termination  Agreement  provided  that  we  would  convert  the  notes
receivable  of the $387,399  into 100% of the  outstanding  stock of Intandem in
exchange for payments of $10,000 per month for eight months, assumption of up to
approximately  $45,000 in liabilities,  cancellation of all employment contracts
of the Intandem  principals,  and cancellation of options to purchase our common
stock.  As of the date of the  Termination  Agreement,  $414,149 had been funded
under the Funding  Agreement.  Due to questions of recoverability of this amount
and the remaining  commitments under the Termination  Agreement,  a provision of
$494,149  has  been  taken  in  the  statement  of  operations.  This  provision
represents the $414,149  funding through the date of the  Termination  Agreement
plus an estimate of remaining commitments under the Termination Agreement, which
approximated  $80,000  at the time.  Approximately  $60,000  remains  in accrued
liabilities as of June 30, 2004,  related to estimated future expenses  relating
to  the  Termination  Agreement.  We  have  now  made  all  payments  under  the
Termination Agreement.

**Consulting Arrangements with Combined Telecommunications  Consultancy,  Ltd. and
Commission Payments to Telkiosk, Inc.**

     We also have an agreement  with  Combined  Telecommunications  Consultancy,
Ltd. ("CTC"), of which slightly less than 35% is owned by Peter Tilyou, pursuant
to which CTC is to receive a percentage  of a  transaction  if CTC  introduces a
transaction  to us and is paid a consulting  fee of $150 per hour for  providing
consulting services to us. During the fiscal years ending June 30, 2004 and June
30, 2003, we paid CTC $64,722 and $19,981,  respectively, in consulting fees and
$19,337 and $ -0-,  respectively,  in transaction  fees.  The foregoing  amounts
include  up to $5,000  that we  reimbursed  CTC for  expenses  CTC  incurred  in
performing services on our behalf.

     In conjunction  with the  transaction  with  Intandem,  CTC was to be paid,
under its consulting  agreement with us, a commission that was being  negotiated
with us. In October 2004,  we agreed with CTC that $20,000 of a  combination  of
stock  and  cash  was  owed  by  us to  CTC  in  connection  with  the  Intandem
transaction.  However,  because  we bought  Intandem,  CTC  agreed to waive this
commission.

     Peter  Tilyou  also  owns  approximately  30% of the  outstanding  stock of
Telkiosk,  Inc.  which was paid  $1,244  and $840 in agent  commissions  for our
fiscal years ended June 30, 2004 and June 30, 2003, respectively.

**Sale of Cognigen Switching Technologies, Inc.**

     On May 12, 2004, after approval by the Board of Directors,  we entered into
a Stock for Stock  Exchange  Agreement  with Jimmy L.  Boswell,  David G. Lucas,
Reginald W. Einkauf and John D. Miller (collectively the Principals) pursuant to
which the Principals agreed to exchange with us a total of 800,000 shares of our
common stock,  owned by the Principals,  for all of the outstanding common stock
of our wholly-owned subsidiary, Cognigen Switching Technologies, Inc. (CST), and
warrants  to  purchase  200,000  shares of our common  stock at $.3015 per share
effective February 1, 2004. The closing occurred on May 21, 2004. At the closing
CST  entered  into  a  Master  Services  Agreement  (MSA)  to  provide  us  with
telecommunications rating, billing,  provisioning,  customer care, commissioning
and database  management  for a fee. The MSA is effective  February 1, 2004, and
goes for one-year  periods unless  terminated by either party at the end of each
period with a 30-day notice.

     As part of the closing,  CST entered  into a new note with a then  existing
lender representing  approximately $223,000 in debt. All options to purchase our
common stock issued to CST employees  were  terminated  except for the option to
purchase  200,000  shares of our common  stock owned by Jimmy L.  Boswell  which
option expired in August 2004 and was exercisable at $3.68 per share.

     At the time of the  transaction,  Jimmy L. Boswell was the  president and a
director of CST.  David G. Lucas was the former  chief  financial  officer and a
director of CST. Reginald W. Einkauf and John D. Miller were former officers and
directors of CST. Mr. Boswell and Mr. Lucas are former officers and directors of
ours. We originally  acquired CST in April 2000 when the  Principals and another
person sold all of the outstanding stock of CST to us for our common stock.

     In conjunction with the Stock for Stock Exchange Agreement, goodwill with a
net book  value of  $2,893,029  has been  written  off.  With  consideration  of
approximately $26,000,  calculated using the Black Scholes method of calculation
for the 200,000 warrants, goodwill of $2,893,029 and $168,448 in negative equity
that was assumed by the  Principals,  and the 800,000 shares of our common stock
that were repurchased from the Principals  valued at $.31 per share or $248,000,
we recorded a non cash loss of $2,502,583 on this  transaction  that is included
in our statement of operations for the year ended June 30, 2004.

**Payments to Law Firms with which Thomas S. Smith was Associated**

     During our fiscal years ended June 30, 2004 and 2003, we paid the law firms
with which Thomas S. Smith,  our  President  and Chief  Executive  Officer,  was
associated $116,968 and $257,987,  respectively, for legal services performed by
those firms for us.

**Item 13. Exhibits**

      Exhibits and Index of Exhibits.

EXHIBIT NO.       DESCRIPTION AND METHOD OF FILING
-----------       ---------------------------------

2.1  Funding   Agreement  dated  April  1,  2003,  by  and  among  us,  InTandem
     Communications  Corp.,  David B.  Hurwitz,  Richard G. De Haven and Anthony
     Sgroi (except for Schedule  B-Financial Model and Schedule  E-Business Plan
     and Financial Statements) (incorporated by reference to Exhibit 10.1 to our
     Current Report on Form 8-K filed on April 15, 2003).

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

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

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

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

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

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

3.6  Bylaws as amended through  December 28, 2004  (incorporated by reference to
     Exhibit 3 to our Current Report on Form 8-K filed on January 3, 2005).

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

10.2 Letter dated December 6, 2002, from us to eMaxDirect,  LLC (incorporated by
     reference to Exhibit 10 to our Current Report on Form 8-K filed on December
     10 2002).

10.3 Securities Purchase Agreement dated February 10, 2003, between us and David
     Stone and Harry  Gorlovezsky  (incorporated by reference to Exhibit 10.1 to
     our Current Report on Form 8-K filed on April 24, 2003).

10.4 Option to Purchase Promissory Note and Agreement from us to David Stone and
     Harry Gorlovezsky (incorporated by reference to Exhibit 10.2 to our Current
     Report on Form 8-K filed on April 24, 2003).

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

10.6 2001  Incentive  and  Nonstatutory   Stock  Option  Plan  (incorporated  by
     reference  to Exhibit  10 to our  Quarterly  Report on Form  10-QSB for the
     quarter ended March 31, 2001).

10.7 Stock Redemption Agreement dated November 30, 2001 between us, the Anderson
     Family  Trust,  Cantara  Communications  Corporation,   Kevin  E.  Anderson
     Consulting,  Inc.  (without Exhibits A and B) (incorporated by reference to
     Exhibit 10.1 to our Current Report on Form 8-K dated December 18, 2001).

10.8 Training Services  Framework  Agreement dated May 17, 2002,  between us and
     e-Max Direct LLC  (incorporated by reference to Exhibit 10.1 to our Current
     Report on Form 8-K dated filed on July 2, 2002).

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

10.10 Letter Agreement dated April 19, 2002, between Cognigen Networks,  Inc. and
      Troy D. Carl  (incorporated  by  reference  to Exhibit  10.11 to our Annual
      report on Form 10-KSB for the year ended June 30, 2002).

10.11 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  Consultancy  Engagement
      Agreement (incorporated by reference to Exhibit 10.11 to our amended Annual
      Report on Form 10-KSB/A for the year ended June 30, 2003).

10.12 Modified  Supplemental  Consulting  Engagement  letter dated March 4, 2003,
      between us and Kevin Anderson  (incorporated  by reference to Exhibit 10.12
      to our amended  Annual  Report on Form 10-KSB/A for the year ended June 30,
      2003).

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

10.14 Termination of Funding  Agreement and Settlement  Agreement  dated February
      5, 2004  (incorporated by reference to Exhibit 10.1 to our Quarterly Report
      on Form 10-QSB for the Quarter ended December 31, 2003).

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

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

10.17 Accounts  Receivable  Purchase  Modification  Agreement  dated November 22,
      2004  between us and Silicon  Valley Bank  (incorporated  by  reference  to
      Exhibit 10.1 to our current report on form 8-K filed on December 10, 2004).

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

21   Subsidiaries  (incorporated by reference to Exhibit 21 to our Annual Report
     on Form 10-KSB for the year ended June 30, 2004).

31.1 Certification of Chief Executive Officer required by Rule 13a-14(a).

31.2 Certification of Chief Financial Officer required by Rule 13a-14(a).

32.1 Certification  of Chief  Executive  Officer  required by Section 906 of the
     Sarbanes-Oxley  Act of 2002  (incorporated  by Reference to Exhibit 32.1 to
     our Annual Report on Form 10-KSB for the year ended June 30, 2004).

32.2 Certification  of Chief  Financial  Officer  required by Section 906 of the
     Sarbanes-Oxley  Act of 2002  (incorporated  by Reference to Exhibit 32.2 to
     our Annual Report on Form 10-KSB for the year ended June 30, 2004).

**Item 14.  Principal Accountant Fees and Services

Audit Fees**

     The aggregate  fees billed for  professional  services  rendered by Erhardt
Keefe Steiner & Hottman, P.C., our independent public accountants, for the audit
of our  financial  statements  for our fiscal years ended June 30, 2004 and 2003
and the review of the  financial  statements in our Forms 10-QSB for such fiscal
years were $49,200 and $53,600, respectively.

**Audit-Related Fees**

     The  aggregate  fees billed in each of our last two fiscal years ended June
30, 2004 and 2003 by Erhardt  Keefe  Steiner & Hottman,  P.C. for  assurance and
related services that were reasonably related to the performance of the audit or
review of our financial statements were $13,566 and $19,175, respectively.

**Tax Fees**

     The  aggregate  fees  billed for tax  services  rendered  by Erhardt  Keefe
Steiner & Hottman,  P.C. for tax compliance,  tax advice, tax planning,  for the
two  fiscal  years  ended  June 30,  2004 and  2003,  were  $9,071  and  $1,625,
respectively.

**All Other Fees**

     No services were rendered by Erhardt  Keefe Steiner & Hottman,  P.C.  other
than as listed above, for the two fiscal years ended June 30, 2003 and 2004.

     The audit  committee  is  requested  to and did  approve the  retention  of
Erhardt  Keefe  Steiner  &  Hottman,  P.C.  and the fees and  other  significant
compensation  paid to Erhardt Keefe Steiner & Hottman,  P.C. for the fiscal year
ended June 30, 2004.

     100% of the services described above were approved by our audit committee.

**SIGNATURES**

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

Dated: January 18, 2005

                                    COGNIGEN NETWORKS, INC.

                                    /s/Thomas S. Smith
                                    ------------------------------------------
                                    Thomas S. Smith
                                    President and Chief Operating Officer

                                    /s/Gary L. Cook
                                    ------------------------------------
                                    Gary L. Cook
                                    Senior Vice President of Finance, Secretary,  Treasurer,
                                    Chief   Financial   Officer  and  Principal   Accounting
                                    Officer

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

SIGNATURE                     TITLE             DATE

/s/Gary L. Cook               Director          January 18, 2005
---------------
Gary L. Cook

/s/David L. Jackson           Director          January 14, 2005
-------------------
David L. Jackson

                              Director
--------------------------
Christopher R. Seelbach

                              Director
------------------
Robert B. Segal

/s/James H. Shapiro           Director          January 18, 2005
-------------------
James H. Shapiro

/s/Thomas S. Smith            Director          January 18, 2005
------------------
Thomas S. Smith

                                  **COGNIGEN NETWORKS, INC.

                                       EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION AND METHOD OF FILING
-----------       ---------------------------------**

2.2  Funding   Agreement  dated  April  1,  2003,  by  and  among  us,  InTandem
     Communications  Corp.,  David B.  Hurwitz,  Richard G. De Haven and Anthony
     Sgroi (except for Schedule  B-Financial Model and Schedule  E-Business Plan
     and Financial Statements) (incorporated by reference to Exhibit 10.1 to our
     Current Report on Form 8-K filed on April 15, 2003).

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

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

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

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

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

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

3.6  Bylaws as amended through  December 28, 2004  (incorporated by reference to
     Exhibit 3 to our Current Report on Form 8-K filed on January 3, 2005).

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

10.2 Letter dated December 6, 2002, from us to eMaxDirect,  LLC (incorporated by
     reference to Exhibit 10 to our Current Report on Form 8-K filed on December
     10 2002).

10.3 Securities Purchase Agreement dated February 10, 2003, between us and David
     Stone and Harry  Gorlovezsky  (incorporated by reference to Exhibit 10.1 to
     our Current Report on Form 8-K filed on April 24, 2003).

10.4 Option to Purchase Promissory Note and Agreement from us to David Stone and
     Harry Gorlovezsky (incorporated by reference to Exhibit 10.2 to our Current
     Report on Form 8-K filed on April 24, 2003).

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

10.6 2001  Incentive  and  Nonstatutory   Stock  Option  Plan  (incorporated  by
     reference  to Exhibit  10 to our  Quarterly  Report on Form  10-QSB for the
     quarter ended March 31, 2001).

10.7 Stock Redemption Agreement dated November 30, 2001 between us, the Anderson
     Family  Trust,  Cantara  Communications  Corporation,   Kevin  E.  Anderson
     Consulting,  Inc.  (without Exhibits A and B) (incorporated by reference to
     Exhibit 10.1 to our Current Report on Form 8-K dated December 18, 2001).

10.8 Training Services  Framework  Agreement dated May 17, 2002,  between us and
     e-Max Direct LLC  (incorporated by reference to Exhibit 10.1 to our Current
     Report on Form 8-K dated filed on July 2, 2002).

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

10.10 Letter Agreement dated April 19, 2002, between Cognigen Networks,  Inc. and
      Troy D. Carl  (incorporated  by  reference  to Exhibit  10.11 to our Annual
      report on Form 10-KSB for the year ended June 30, 2002).

10.11 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  Consultancy  Engagement
      Agreement (incorporated by reference to Exhibit 10.11 to our amended Annual
      Report on Form 10-KSB/A for the year ended June 30, 2003).

10.12 Modified  Supplemental  Consulting  Engagement  letter dated March 4, 2003,
      between us and Kevin Anderson  (incorporated  by reference to Exhibit 10.12
      to our amended  Annual  Report on Form 10-KSB/A for the year ended June 30,
      2003).

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

10.14 Termination of Funding  Agreement and Settlement  Agreement  dated February
      5, 2004  (incorporated by reference to Exhibit 10.1 to our Quarterly Report
      on Form 10-QSB for the Quarter ended December 31, 2003).

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

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

10.17 Accounts  Receivable  Purchase  Modification  Agreement  dated November 22,
      2004  between us and Silicon  Valley Bank  (incorporated  by  reference  to
      Exhibit 10.1 to our current report on form 8-K filed on December 10, 2004).

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

21   Subsidiaries  (incorporated by reference to Exhibit 21 to our Annual Report
     on Form 10-KSB for the year ended June 30, 2004).

31.1 Certification of Chief Executive Officer required by Rule 13a-14(a).

31.2 Certification of Chief Financial Officer required by Rule 13a-14(a).

32.1 Certification  of Chief  Executive  Officer  required by Section 906 of the
     Sarbanes-Oxley  Act of 2002  (incorporated  by Reference to Exhibit 32.1 to
     our Annual Report on Form 10-KSB for the year ended June 30, 2004).

32.2 Certification  of Chief  Financial  Officer  required by Section 906 of the
     Sarbanes-Oxley  Act of 2002  (incorporated  by Reference to Exhibit 32.2 to
     our Annual Report on Form 10-KSB for the year ended June 30, 2004).
```