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

                                       FORM 10-KSB/A

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

                          For the fiscal year ended June 30, 2001

[  ] 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 of                                  (I.R.S.Employer
 incorporation or organization)                                 Identification No.)

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

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

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

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

                                      (Title of class)

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

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

      State issuer's revenue for its most recent fiscal year:  $6,759,918

      The  aggregate  market  value of the  voting  and  non-voting  common  equity  held by
non-affiliates at September 26, 2001,  computed by reference to the closing price on the OTC
Bulletin Board was $4,833,094.

      The number of shares  outstanding of each of the issuer's  classes of common equity on
October 24, 2001, was 10,862,623.



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

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






                                          PART III

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

Directors

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

      Name and Position                           Age        Director Since


Troy D. Carl                                      35         September 2000
Vice President of Sales and Marketing and
Director

Darrell H. Hughes                                 56          January 2000
Chairman of the Board, President and Director

David L. Jackson                                  63              1990
Senior Vice President of Corporate and
Public Affairs, Secretary and Director

David G. Lucas                                    61         September 2000
Treasurer, Chief Financial Officer and
Director

Christopher R. Seelbach                           62          August 2001
Director

Executive Officers  


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

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

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

Background


Name of Director
or Officer                    Principal Occupation for Last Five Years

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

Darrell H. Hughes:     Mr.  Hughes has been one of our directors  since  January  2000,  our
                       Chairman  of the  Board  and our  President  since  July 2000 and our
                       Chief  Executive  Officer since October 1999. From April 1997 through
                       October  1999,  Mr.  Hughes was Vice  President  of Sales and Service
                       with AAA  Washington,  an automobile  association.  From October 1996
                       through March 1997,  Mr. Hughes was the Vice President of Engineering
                       with ITL, a long  distance  telecom  company.  From June 1996 through
                       October  1996,  Mr. Hughes was a Manager of Program  Development  for
                       Siemens   Communications,    Inc.,   a   worldwide   technology   and
                       communications  systems  provider.  From 1995 until 1996,  Mr. Hughes
                       was the  Director of Sales in the  Northwest  for Ascom  Timeplex,  a
                       provider  of  voice,  video  and  data  communications.   Mr.  Hughes
                       graduated  with a  bachelor  degree  in  liberal  arts and a  masters
                       degree in management from the University of Redlands.

David L. Jackson:      Mr.  Jackson  has been our Senior Vice  President  of  Corporate  and
                       Public  Affairs  or our  Vice  President  since  August  1999 and our
                       Secretary  since August 1999 and was our  Treasurer  from August 1999
                       to July 2000,  our  President  and Chairman of the Board from 1996 to
                       August 1999,  our Vice  President from 1995 to 1996 and our President
                       and the  Chairman  of the Board from 1990 to 1992.  From  August 1999
                       to the  present,  Mr.  Jackson  has  also  been a  director  and  the
                       Secretary  of ITHC,  the net  assets of which we  acquired  in August
                       1999.   Mr. Jackson  has  been  a  licensed  real  estate  broker  in
                       California  since  1991.  Mr.  Jackson  graduated  with a bachelor of
                       arts  degree  from  Northwest  Nazarene  University  and with a Juris
                       Doctor  degree from the  University  of Denver,  College of Law.  Mr.
                       Jackson was  admitted to practice  law in the United  States  Federal
                       Courts and various  state  courts.  He  practiced  in Colorado  until
                       1997 when his name was  removed  as a result of  disbarment  from the
                       list  of  attorneys  authorized  to  practice  law  in  the  Colorado
                       Courts.  Mr.  Jackson  is an  arbitrator  in  dispute  resolution  of
                       commercial  and labor law.  He has been on the roster of  arbitrators
                       of the  Federal  Mediation  and  Conciliation  Service  of the United
                       States Government since March 1994.

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

Christopher Seelbach:  Mr.  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 COMSTAT  telecommunications
                       investment,  and  President  of  Skysat Communications Corporation, a
                       high-altitude  wireless  systems  development  company.  From 1992 to
                       1994 Mr. Seelbach was director and Chief Operating Officer of Viatel,
                       Inc.,  a  telecommunications  company.  He is a 1961  graduate of the
                       United  States Naval Academy with a B.S. in engineering  and received
                       an M.B.A. from Columbia University in 1967.

Jimmy L. Boswell:      Mr. Boswell has been our Executive  Vice  President  since July 2000,
                       our Chief  Operating  Officer  since August 1999,  was our  President
                       from  August  1999 to June  2000  and was one of our  directors  from
                       August 1999 to January 2000 and from  September  2000 to August 2001.
                       From July 1999 to July 2001,  Mr.  Boswell also was the President and
                       a director  of ITHC,  the net assets of which we  acquired  in August
                       1999.  From January 1998 to the  present,  Mr.  Boswell has also been
                       the President,  Chief Executive Officer and a director of CST, a long
                       distance  national  and  international   telephone  carrier  that  we
                       acquired in April 2000.  From  November 1993 to September  1997,  Mr.
                       Boswell was the Vice  President of  Engineering  and Chief  Technical
                       Officer of Gateway U.S.A., Inc., an international  telecommunications
                       company.  Mr. Boswell  graduated with a degree in management from the
                       University of Redlands.



Directorships


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

Consultant


      Kevin E.  Anderson is not one of our  executive  officers but makes and is expected to
make a  significant  contribution  to our  business.  Mr.  Anderson,  who is 50,  has been a
consultant to us and our Board of Directors  since August 1999 and the founder and President
of  Cognigen  Corporation  since  1999.  Mr.  Anderson  may be deemed  to  control  us.  Mr.
Anderson graduated from the University of California at Los Angeles.

Section 16(a) Beneficial Ownership Reporting Compliance


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

      Based solely on a review of the Forms 3, 4 and 5 and amendments  thereto  furnished to
us during  our fiscal  year ended June 30,  2001,  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: Jimmy L. Boswell,  Darrell H. Hughes,  David L. Jackson and David
G. Lucas,  each of whom failed to timely file a Form 4 for the month of September  2001,  in
connection  with the  distribution by ITHC to its  shareholders of 37,298,441  shares of our
common stock ITHC received as a result of the second  closing of our purchase of its assets;
Troy D.  Carl,  who  failed  to  timely  file a Form 5 for the year  ended  June  31,  2001,
reporting  three  transactions  in September  2000; and ITHC,  which failed to timely file a
Form 4 for the month of August 2001 in connection  with its  distribution  of the 37,298,444
shares of our  common  stock pro rata to its  shareholders.  We are also aware that Kevin E.
Anderson,  the  Anderson  Family  Trusts #1 and #2 and Peter  Tilyou may have failed to file
their respective Forms 4 or Forms 5 during our fiscal year ended June 30, 2001.

Item 10.    Executive Compensation.

      The following table provides  certain  information  pertaining to the  compensation we
and our subsidiary paid during our last three fiscal years for services  rendered by Darrell
H. Hughes,  who was our Chief Executive Officer for our fiscal year ended June 30, 2001, and
to our other executive  officers who were paid  compensation in excess of $100,000 by us and
our subsidiary during our fiscal year ended June 30, 2001:






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

                                                                           Long Term
                                  Annual Compensation                     Compensation
                                  -------------------                        Awards
                                                                          ------------
                       Fiscal
    Name and            Year                                    Other       Securities
   Principal           Ended                                   Annual      Underlying      All Other
    Position          June 30,    Salary ($)     Bonus ($)    Comp ($)     Options (#)     Comp ($)
-----------------     --------    ----------     ---------    --------     -----------     ---------

Darrell H. Hughes       2001      $  125,000        --  --       -- --           -- --         -- --
President since         2000      $   88,542        --  --       -- --         200,000(a)      -- --
July 2000 and           1999           -- --        --  --       -- --           -- --         -- --
Chief Executive
Officer since
October 13, 1999


Troy D. Carl            2001      $   96,000         -- --    $ 61,554(c)        -- --         -- --
Vice President          2000      $   60,000         -- --    $ 20,533(c)        -- --         -- --
Sales and               1999           -- --         -- --       -- --           -- --         -- --
Marketing since
May 2000


David L. Jackson        2001      $  120,000         -- --       -- --           -- --         -- --
President and           2000      $   29,000         -- --    $ 24,000(b)      200,000(a)      -- --
Treasurer until         1999           -- --         -- --       -- --           -- --         -- --
August 20, 1999
and Vice
President and
Secretary since
August 20, 1997


David G. Lucas          2001      $   90,000     $ 100,000       -- --           -- --         -- --
Treasurer and           2000      $   82,500         -- --       -- --         200,000(a)      -- --
Chief Financial         1999           -- --         -- --       -- --           -- --         -- --
Office since
August 20, 1999

Jimmy L. Boswell        2001      $  120,000     $ 100,000       -- --           -- --         -- --
President and           2000      $  103,333         -- --       -- --         200,000(a)      -- --
Chief Operating         1999           -- --         -- --       -- --           -- --         -- --
Officer from
August 20, 1999
to July 2000 and
Executive Vice
President since
July 2000

      (a)   On August  25,  2000,  Messrs.  Hughes,  Jackson,  Lucas and  Boswell  were each
granted a five year option to  purchase  200,000  shares of our common  stock at an exercise
price of $3.68 per share.  During  September 2001,  each option was voluntarily  surrendered
without compensation by Messrs. Hughes, Jackson and Lucas.  Mr. Boswell retained his option.

      (b)   The $24,000 was paid as  consulting  fees prior to the time Mr.  Jackson  became
one of our employees.

      (c)   These amounts  represent  commissions  paid to Mr. Carl from sales by our agents
who were in his down-line.

Option Grants In Last Fiscal Year

      No options were  granted to any  executive  officer  during our last fiscal year ended
June 30, 2001.

Aggregate Option Excercises In Last Fiscal Year And Fiscal Year End Option Values

      The following table provides  information  with respect to the unexercised  options to
purchase our common stock held by Messrs.  Hughes,  Jackson, Lucas and Boswell at the end of
our last fiscal year ended June 30, 2001:

                       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)
      ----          -------------------------       ----------------------------

Darrell H. Hughes          200,000 / 0                      $ 0 / $ 0
David L. Jackson           200,000 / 0                      $ 0 / $ 0

David G. Lucas             200,000 / 0                      $ 0 / $ 0
Jimmy L. Boswell           200,000 / 0                      $ 0 / $ 0


      (1)   The  closing  bid  price per  share on June 30,  2001 was  lower  than the $3.65
exercise price.

      None of the above  persons  exercised  any  options to  purchase  shares of our common
stock  during  the fiscal  year  ended June 30,  2001.  Messrs.  Hughes,  Jackson  and Lucas
voluntarily  surrendered their respective  options for no consideration in September,  2001.
Mr. Boswell retained his option.

Stock Option PlanExercisable/Unexercisable(1)

      We adopted an incentive and  non-statutory  option plan at the Shareholder  Meeting 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.  As of October 24, 2001,
an option to purchase 50,000 shares of our common stock was outstanding under the plan.


Item 11.    Security Ownership of Certain Beneficial Owners and Management

      The  following  table sets forth as of October 24,  2001,  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
       Name and Address             Beneficial        Percent of Class
       ----------------             Ownership(1)       ----------------
                                    ------------

Darrell H. Hughes                     818,944                7.6%
Suite 210
7001 Seaview Avenue N.W.
Seattle, WA 98117

Troy D. Carl                          104,113 (2)            1.0%
6751-B Academy Road, N.E.
Albuquerque, NM  87109

David L. Jackson                      278,951                2.6%
6 Valencia Road
Orinda, CA  94563

David G. Lucas                        251,017                2.3%
Suite 304
3220 South Higuera Street
San Luis Obispo, CA  93401

Jimmy L. Boswell                      454,939 (3)            4.1%
Suite 304
3220 South Higuera Street
San Luis Obispo, CA 93401

All     current      executive      1,907,964 (4)           17.2%
officers  and  directors  as a
group (5 persons)

Cognigen Corporation                3,696,006 (5)           34.1%
2608 Second Avenue, Suite 108
Seattle, WA 98121

Anderson Family Trust #1            3,696,006 (5)(6)        34.1%
2608 Second Avenue, Suite 108
Seattle, WA  98120

Anderson Family Trust #2              250,000 (5)(6)         2.3%
2608 Second Avenue, Suite 108
Seattle, WA 98120

Kevin E. Anderson                   3,946,006 (5)(6)        36.3%
2608 Second Avenue, Suite 108
Seattle, WA 98120

Peter Tilyou                        4,698,293 (7)(8)        43.3%
2608 Second Avenue, Suite 108
Seattle, WA 98120

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

      (2)   Includes 50,000 shares underlying a presently exercisable option.

      (3)   Includes 200,000 shares underlying a presently exercisable option.

      (4)   This total includes the shares specified in the above footnotes.

      (5)   Kevin E.  Anderson  and  members  of his  family  are the  beneficiaries  of the
Anderson Family Trust #1 which owns  approximately  98.9% of the outstanding common stock of
Cognigen  Corporation.  Mr. Anderson may be deemed to beneficially  own the 3,696,006 shares
of the common stock that Cognigen Corporation may be deemed to beneficially own.

      (6)   Kevin E.  Anderson  and  members  of his  family  are the  beneficiaries  of the
Anderson  Family Trusts #1 and #2. Kevin E. Anderson may be deemed to  beneficially  own the
shares of the common  stock  owned by the  Anderson  Family  Trusts #1 and #2. The  Anderson
Family  Trust #1 has entered  into a Letter of  Agreement  with us pursuant to which we have
agreed to  repurchase  2,712,500  shares of our common  stock owned by the  Anderson  Family
Trust #1 in  consideration  for us agreeing to transfer to an affiliate of Kevin E. Anderson
the right to become the up-line for our current agents. See "Item 12.  Certain Relationships
and Related Transactions."

      (7)   Includes the shares owned by the Anderson  Family  Trusts #1 and #2 and Cognigen
Corporation;  215,138  shares owned by Telkiosk,  Inc.; and 537,149 shares owned by Combined
Telecommunications  Consultancy,  Ltd. ("CTC") 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 Trusts #1 and #2. As managing  officer/director  of CTC and  Telkiosk,  Mr.
Tilyou has voting and investment  power over the shares of common stock  beneficially  owned
by CTC and Telkiosk.  Mr. Tilyou is the beneficial  owner of 33% of the  outstanding  shares
of Telkiosk and 25% of the outstanding shares of CTC.

      (8)   The information  pertaining to the shares of common stock  beneficially owned by
CTC and Telkiosk and the information  pertaining to Peter Tilyou's  relationship to both and
to the  Anderson  Family  Trust #1 is  based  on our  shareholder  records  and  information
provided to us by Peter Tilyou.

Item 12.  Certain Relationships and Related Transactions.

      On August 20, 1999, we completed the first  closing of the  acquisition  of all of the
assets of ITHC in exchange  for  29,242,953  shares of our common  stock.  On  December  27,
1999,  we agreed with ITHC that the total  number of shares of our common stock that were to
be issued at the first closing was 11,742,953  shares rather than 29,242,953  shares and the
total number of shares to be issued at the second  closing was 37,298,444  shares.  Further,
we and ITHC made it clear that we were  acquiring  all of the assets and assuming all of the
liabilities of ITHC as of August 20, 1999.

      As a result of ITHC's  receipt of the  11,742,953  shares of our common  stock and the
previous  purchase of  12,602,431  shares of our common stock by ITHC from David L. Jackson,
Patricia A. Jackson,  Karrie R. Jackson and Eric J.  Sunsvold for a total of $190,000,  ITHC
owned  24,385,384  shares,  or  approximately  54.0%,  of our  outstanding  shares of common
stock.  Subsequently,  150,000  shares  were  transferred  by  ITHC to two  persons  who are
affiliated with CCRI Corp. The two persons were  instrumental in CCRI Corp.  assisting us in
raising  additional  capital.  We loaned ITHC  $190,000 to purchase the  12,602,431  shares.
The loan has not yet been repaid.  In May 2000, ITHC  distributed  the remaining  24,195,384
shares pro rata to its shareholders.

      The second  closing  between us and ITHC was held on June 15, 2001. At this closing we
issued the  additional  37,298,444  shares to ITHC.  ITHC then  distributed  the  37,298,444
shares pro rata to its shareholders.

      The  assets  of  ITHC  consisted  of  electronically   archived  customer  data  bases
consisting  of  approximately  95,000  individual  residential  and  business  long-distance
telephone service subscriber accounts;  agency,  reseller and other agreements and contracts
ITHC had with carriers,  switched resellers,  switchless  resellers,  consolidators or other
providers  of  long-distance  and  local  telephone  service;  ITHC's  accounts  receivable,
commissions  receivable,  future  commissions  that may be payable from any of the carriers,
switched resellers, switchless resellers,  consolidators or other providers of long-distance
and  local  telephone   service;   ITHC's  computer  software,   proprietary   programs  and
applications,  computers, monitors, peripherals,  printers, copiers, telephone PABX systems,
office furniture and fixtures,  office leases; customer data bases, customer lists and print
and electronic  records  relating to customers;  ITHC's  inventories  and orders for prepaid
telephone cards; ITHC's new accounts;  ITHC's websites,  pages, links and agreements as well
as  ITHC's  Internet  domains  and  email  addresses;  agreements  with  ITHC's  agents  and
subagents;  exclusive use and control of the name  "Cognigen"  and its attendant  copyright,
trade name and  trademark  and service mark  registrations;  ITHC's  intellectual  property;
ITHC's  lines  of  credit  with  carriers,  prepaid  card  providers,   switched  resellers,
switchless  resellers and other providers of local and long-distance  phone service,  ITHC's
cash and all of the outstanding stock of Inter-American  Telecommunications  Corporation,  a
non-operating subsidiary of ITHC.

      ITHC,  which was  incorporated in July 1998,  acquired the assets it transferred to us
for a total of $1,600,000 in  promissory  notes,  which were assumed by us, and 7,500 shares
of  ITHC's  common  stock.  ITHC  originally  acquired  the  assets  in 1998 and  1999  from
Inter-American  Telecommunications Corporation,  Telkiosk, CTC and Cognigen Corporation, all
of which were incorporated in 1998.

      ITHC, through Cognigen Corporation,  its e-commerce division,  was a major marketer of
long-distance  telecommunications  services.  Operating on the Internet via thousands of Web
sites,   Cognigen  Corporation  marketed  both  domestic  and  international   long-distance
telephone  service  as well as prepaid  calling  cards  through a network  of  approximately
40,000 independent agents to approximately 157,000 subscribers worldwide.

      On August 20,  1999,  and on December  27,  1999,  Jimmy L. Boswell and David G. Lucas
were  directors,  officers  and owners of less than 5% of the  outstanding  common  stock of
ITHC.  Further,  on August 20, 1999,  David L. Jackson and his wife were our sole  directors
and officers.  On December 27, 1999,  David L. Jackson was a director of ITHC and owned less
than 5% of the  outstanding  common  stock of ITHC.  As of  December  27,  1999,  Darrell H.
Hughes was an officer of ITHC and owned  approximately 10.5% of the outstanding common stock
of ITHC.  As of August 20, 1999,  and as of December 27, 1999,  Cognigen  Corporation  owned
approximately  64.7% and  57.9%,  respectively,  of the  outstanding  common  stock of ITHC,
Inter-American  Telecommunications  Corp. and Telkiosk,  Inc. each owned  approximately 5.9%
and  5.3%,   respectively,   of  the  outstanding  common  stock  of  ITHC,  and  CTC  owned
approximately  7.9% and 7.1%,  respectively,  of the outstanding common stock of ITHC. As of
August 20,  1999,  and as of December  27,  1999,  Kevin E.  Anderson,  through the Anderson
Family Trust #1 which owns  approximately  98.9% of the outstanding common stock of Cognigen
Corporation,  controlled  us and ITHC.  Peter  Tilyou is the sole  trustee  of the  Anderson
Family Trust #1 but is not a beneficiary of the trust.

      We believe that the  transaction  between us and ITHC on December  27, 1999,  at which
time we may be deemed to have been  affiliated  with ITHC,  was at least as fair to us as we
could have obtained from an unaffiliated  third party. We did not obtain a fairness  opinion
in connection with the August 20, 1999 or December 27, 1999 transactions with ITHC.

      On September 14, 1999, Peter Tilyou,  pursuant to the authority  previously granted to
him by ITHC,  amended an  agreement  dated as of  September  1, 1999  between  ITHC and CCRI
Corp.  The agreement  specified  the  compensation  CCRI Corp.  was to receive for assisting
ITHC in raising  capital.  The amendment  provided that CCRI Corp.  would receive a bonus of
200,000  shares of our  common  stock.  Of the  200,000  shares,  50,000  shares  were to be
unrestricted.  It  was  later  determined  that  CCRI  Corp.  would  assist  us  in  raising
additional  capital and that ITHC would not raise any  capital.  When CCRI Corp.  did assist
us in  raising  additional  capital,  we felt  obligated  to  provide  CCRI  Corp.  with the
compensation  and bonus that ITHC had agreed to pay.  We were  unable on November 10 and 11,
1999, to provide the 50,000 shares of our unrestricted  common stock for delivery to the two
persons  affiliated  with CCRI Corp. As an  accommodation  to us, Peter Tilyou,  as Managing
Director of Combined  Telecommunications  Consultancy,  Ltd.  ("CTC"),  arranged  for CTC to
deliver 50,000  unrestricted  shares of our common stock to the two persons  affiliated with
CCRI Corp. In May 2000,  Peter Tilyou on behalf of CTC  requested  that we reimburse CTC for
the value of the 50,000  shares of our common  stock.  The  reimbursement  request was based
upon the  closing  prices  of our  common  stock on  November  10 and 11,  1999.  A total of
$175,000 was paid to CTC.

      We also believe that the transaction  between us and CTC was at least as fair to us as
we could have obtained from an independent third party.

      On July 22,  1999,  ITHC and CST entered  into a Carrier  Service  Agreement  that was
assumed by us in connection with the  acquisition by us of all of the assets of ITHC.  Under
the  terms  of the  three-year  agreement,  ITHC  agreed  to  migrate  to CST  domestic  and
international   dial-around   and  call-back  long  distance   subscribers   pursuant  to  a
telemarketing  campaign to be conducted with ITHC's personnel.  CST agreed to provide office
space,  long  distance  telephone  service,  PABX and  telephone  handsets,  at its cost, to
support up to 12  telemarketing  personnel  and  workstations.  ITHC  agreed to provide  the
computer  terminals and peripherals,  furniture and fixtures  required for the telemarketing
personnel.  CST also  agreed to provide  customer  service  personnel.  CST agreed to charge
ITHC a rate to each  destination  equal to CST's  cost plus  15%.  The rate  charged  by CST
included  all  switching  services.  CST also agreed to provide all  accounting  services in
connection  with the  agreement.  All accounts  sent to CST by ITHC remained the property of
ITHC.  ITHC  provided  CST with  advance  payments of  approximately  $570,000 to help cover
CST's cost in providing  long  distance  services for  telemarketing,  customer  service and
carrier transport for the accounts of ITHC that migrate to CST.

      On April 25, 2000, the CST shareholders  transferred all of the outstanding CST shares
of common stock to us in exchange for a total of 2,041,445  shares of our common stock.  The
number of shares of our common  stock  issued to the CST  shareholders  in exchange  for CTS
shares was determined by  negotiations  between CST's  shareholders  and us and was based on
the market price of our common  stock,  which on April 25, 2000 had a closing price of $1.00
per share,  the fact our common stock issued in the  exchange was not to be  registered  and
estimates of the value of CST's assets, staff,  technology,  revenue-producing  capabilities
and  physical  location.  CST's  assets that were  acquired  by us pursuant to the  exchange
included a facility lease, equipment leases and CST's customer base.

      Jimmy L. Boswell was our  President  and is our  Executive  Vice  President  and Chief
Operating  Officer and is Chairman of the Board,  President and Chief  Executive  Officer of
CST.  Mr.  Boswell  was one of the CST  shareholders.  Prior to the  exchange,  Mr.  Boswell
beneficially  owned  approximately  18.7% of the CST shares.  Pursuant to the exchange,  Mr.
Boswell  received  381,750 shares of our common stock.  Immediately  following the exchange,
Mr. Boswell  beneficially  owned a total of 1,981,750 shares of our common stock,  including
1,600,000  shares  underlying  an option.  In addition,  a promissory  note in the amount of
approximately  $87,548 that was payable to Mr.  Boswell by CST was  terminated  as a part of
the exchange.

      David G. Lucas is our Treasurer and Chief  Financial  Officer and is a Director,  Vice
President  and Chief  Financial  Office of CST. Mr.  Lucas was one of the CST  shareholders.
Prior to the exchange,  Mr. Lucas  beneficially owned approximately 18.7% of the CST shares.
Pursuant to exchange,  Mr. Lucas received  381,750  shares of our common stock.  Immediately
following  the exchange,  Mr. Lucas  beneficially  owned a total of 1,981,750  shares of our
common stock,  including  1,600,000 shares underlying an option.  In addition,  a promissory
note in the  amount  of  approximately  $49,177  that was  payable  to Mr.  Lucas by CST was
terminated as a part of the exchange.

      Two of the  other  CST  shareholders  were our  employees.  Otherwise,  the  other CST
shareholders had no affiliation with us.

      We believe that the transaction  between us and the CST  shareholders  was at least as
fair to us as we  could  have  obtained  from an  unaffiliated  party.  We did not  obtain a
fairness opinion in connection with the transaction.

      On August 25, 1999, we granted five-year options to purchase approximately  32,400,000
shares of our common  stock at $0.46 per share to various  persons  including  the  Anderson
Family  Trust #1  (12,000,000  shares)  which is  affiliated  with us and of which  Kevin E.
Anderson and his family are the sole  beneficiaries,  Jimmy L. Boswell  (1,600,000  shares),
CTC   (4,000,000   shares),   Darrell   H.   Hughes   (1,600,000   shares),   Inter-American
Telecommunications  Corp. (800,000 shares),  David L. Jackson (1,600,000  shares),  David G.
Lucas (1,600,000  shares) and Telkiosk,  Inc. (800,000  shares).  In September 2001, all the
foregoing persons, except Mr. Boswell, who retained his option,  voluntarily surrendered all
of their respective option rights, for no consideration.


      On October 11, 2000, we entered into an agreement with JVTEL, a joint venture  between
Telkiosk  and CTC,  that gave us the option to sell to JVTEL a  database  of  off-shore  and
domestic  telephone service  subscribers that we acquired from ITHC.  According to the terms
of the agreement,  in the event that we had not activated a minimum of 5,000 of the accounts
by March 30,  2001,  we had the option to sell the  accounts  to JVTEL for  $1,300,000.  The
$1,300,000  was to be paid to us in such number of shares of our common  stock that is equal
to  $1,300,000,  less the  forgiveness  of debt and interest due to JVTEL on March 30, 2001,
divided by the closing bid price of our common stock on March 30,  2001.  On March 31, 2001,
we  exercised  our  option to sell the  database  to JVTEL  because we had not  activated  a
minimum of 5,000 of the accounts.  JVTEL  requested and we agreed that the purchase price of
the accounts be paid by JVTEL forgiving the balance of the debt and accrued  interest in the
total amount of $689,197 due from us to JVTEL and its joint  venturers and by us accepting a
promissory  note in the amount of $85,803 that is payable on March 30, 2002,  with  interest
at a rate of 8.5% per annum.


      We have employment  agreements  with Jimmy L. Boswell,  Darrell H. Hughes and David G.
Lucas  pursuant to which they are paid annual  salaries of  $120,000,  $125,000 and $90,000,
respectively.  In addition,  Messrs.  Boswell and Lucas, who have employment agreements that
commenced on August 1,  2000, and that  terminate on July 31, 2002,  were each paid $100,000
as an initial bonus in connection  with their  employment  agreements.  The initial bonus is
deemed earned on a pro rata basis over the two year period of each  employment  agreement in
the amount of $4,167 per month.  An early  termination of the  employment  agreements by the
employees  without cause or by us with cause  obligates the employees to return the unearned
portions of their initial  bonuses to us. In addition,  between  December 1999 and March 31,
2000,  we paid David L. Jackson a fee of $6,000 per month for  providing  services to us. On
April 1,  2000,  David L.  Jackson  became  one of our  employees  with an annual  salary of
$120,000.  We also have assumed  agreements with Kevin E. Anderson and Peter Tilyou pursuant
to which Kevin E. Anderson  Consulting,  Inc. and CTC are paid or are to be paid  consulting
fees of $14,583  and $10,000  per month,  respectively.  We  currently  owe CTC  $120,000 in
unpaid consulting fees, plus interest.


      We also  currently owe CTC $50,000 in cash advanced by CTC to us, plus  interest,  and
$25,000 paid by CTC to an  independent  third party on our behalf,  plus  interest.  We also
currently  owe CTC  $30,625,  plus  interest,  for the value of 35,000  shares of our common
stock  transferred  by CTC to an  independent  third  party in  September  2000 to  settle a
lawsuit.  In  addition,  we  owe  CTC  at  least  $35,000  in  unreimbursed  travel, lodging,
telephone, expenses and per diem expenses.


      From June 15, 2001,  to September  25, 2001,  we paid  Christopher  R. Seelbach or his
company, Seelbach & Associates, $13,750 in fees for providing consulting services to us.

      During our last two fiscal years ended June 30, 2001,  we paid Troy D. Carl a total of
$82,107  in  commissions  that he earned as a result of sales by our  agents who were in his
down line.

      During our last two fiscal  years  ended June 30,  2001,  we paid the wife of Kevin E.
Anderson a total of  approximately  $26,619 in commissions  for sales made by our agents who
were in her down-line.

      Kevin E.  Anderson  and members of his family are the  beneficiaries  of the  Anderson
Family  Trust #1.  Kevin E.  Anderson  may be deemed to  beneficially  own the shares of the
common  stock owned by the  Anderson  Family  Trusts #1. The  Anderson  Family  Trust #1 has
entered  into a Letter of Agreement  with us pursuant to which we have agreed to  repurchase
2,712,500  shares of our common stock owned by the Anderson Family Trust #1 in consideration
for us agreeing to transfer to an  affiliate  of Kevin E.  Anderson the rights to become the
up-line  for  our current agents and thereby be entitled to commissions, fees and bonuses on
our current customer accounts, with a base commission of 12%.  In addition, as a part of the
transaction,  Kevin E. Anderson  Consulting,  Inc., would  cancel  the agreement pursuant to
which we pay Kevin E. Anderson  Consulting,  Inc.  consulting fees of $14,583 per month, and
Kevin E. Anderson  would be retained for two years  at the rate of $1,000.00  per month as a
consultant  to  our  management  for  up to 20  hours per month.  The Letter of Agreement is
subject to the Anderson Family Trust #1 and us completing due diligence and the execution of
a definitive agreement by November 15, 2001.




                                         SIGNATURES

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

Dated:  October 26, 2001

                                    COGNIGEN NETWORKS, INC.


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


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

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


SIGNATURE                           TITLE             DATE


      /s/  Troy D. Carl
      Troy D. Carl                        Director          October 26, 2001


      /s/  Darrell H. Hughes
      Darrell H. Hughes                   Director          October 26, 2001


      /s/  David L. Jackson
      David L. Jackson                    Director          October 26, 2001


      /s/  David G. Lucas
      David G. Lucas                      Director          October 26, 2001


      /s/  Christopher R. Seelbach
      Christopher R. Seelbach             Director          October 26, 2001`