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

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

Christopher R. Seelbach                 1,250           Less than 1%
44 Woodcrest Avenue
Short Hills, NJ  07078

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

All current executive               1,909,214 (4)              17.2%
officers and directors as
a group (6 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.




                                         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 31, 2001

                                    COGNIGEN NETWORKS, INC.


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


                                    /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 31, 2001


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


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


      /s/  David G. Lucas
      David G. Lucas                      Director          October 31, 2001


      /s/  Christopher R. Seelbach
      Christopher R. Seelbach             Director          October 31, 2001`