form)13d-07201.htm

SC 13D 1 form_13-072701.htm form)13d-07201.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Cognigen Networks, Inc.

(Name of Issuer)
Common Stock, $0.001 par value per share

(Title of Class of Securities)
19242 L 20 0

(CUSIP Number)
Darrell H. Hughes, 7001 Seaview Avenue, N.W., Suite 210, Seattle, Washington 98117 (206)
297-6151

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 2001

(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because ofss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7 for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

CUSIP No. 19242 L 20 0..................................

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Inter-American Telecommunications Holding Corporation............................

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) .............................................................................
(b) .............................................................................

3. SEC Use Only ....................................................................

4. Source of Funds (See Instructions) OO............................................

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e).............................................................................

6. Citizenship or Place of Organization United States...............................

Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power -0-.......................................................

8. Shared Voting Power -0-.....................................................

9. Sole Dispositive Power -0-..................................................

10. Shared Dispositive Power -0-....................................................

11. Aggregate Amount Beneficially Owned by Each Reporting Person -0-................

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)....................................................................

13. Percent of Class Represented by Amount in Row (11) -0-..........................

14. Type of Reporting Person (See Instructions)
CO...............................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................

Item 1. Security and Issuer
This statement relates to the common stock of Cognigen Networks, Inc. (the
"Issuer"). The principal executive office of the Issuer is 7001 Seaview
Avenue, Suite 210, Seattle, Washington 98117.

Item 2. Identity and Background

I-A. (a) Inter-American Telecommunications Holding
Corporation ("ITHC").

(b) The principal office address of ITHC is 2608
Second Avenue, Suite 108, Seattle, Washington
98120.

(c) The principal business of ITHC was providing,
carrying and reselling domestic and international
long distance telephone services and products.

(d) During the last five years, ITHC has not been
convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).

(e) During the last five years, ITHC has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
required to be reported hereunder.

(f) ITHC is a United States corporation organized
under the laws of Delaware.

I-B. (a) Kevin E. Anderson is President and a Director of
ITHC and is a beneficial controlling shareholder
of ITHC and of the Issuer..

(b) The business address of Kevin E. Anderson is 2608
Second Avenue, Suite 108, Seattle, WA 98120.

(d) During the last five years, Kevin E. Anderson has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).

(e) During the last five years, Kevin E. Anderson has
not been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction required to be reported hereunder.

(f) Kevin E. Anderson is a U.S. citizen.

I-C. (a) David G. Lucas is the Treasurer and a Director of
ITHC and is the Chief Financial Officer and
Treasurer of the Issuer.

(b) The business address of David G. Lucas is 3220
South Higuera Street, Suite 103-A, San Luis
Obispo, California 93401.

(d) During the last five years, David G. Lucas has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).

(e) During the last five years, David G. Lucas has
not been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction required to be reported hereunder.

(f) David G. Lucas is a U.S. citizen.

I-D. (a) David L. Jackson is Vice-President, Secretary and
a Director of ITHC and is a Senior Vice President
of Corporate and Public Affairs and Secretary of
the Issuer.

(b) The business address of David L. Jackson is 6
Valencia Road, Orinda, California 94563.

(c) The principal occupations of David L. Jackson are
as Senior Vice President of Corporate and Public
Affairs and Secretary of the Issuer and an
arbitrator in dispute resolution of commercial
and labor law.

(d) During the last five years, David L. Jackson has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).

(e) In August 1997, the Colorado Supreme Court
removed David L. Jackson's name, as a result of
disbarment, from the list of attorneys authorized
to practice law in the Colorado courts.

(f) David L. Jackson is a U.S. citizen.

II-A. (a) Cognigen Corporation ("Cognigen") controls ITHC.

(b) The principal office address of Cognigen is 2608
Second Avenue, Suite 108, Seattle, Washington
98120.

(d) During the last five years, Cognigen has not been
convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).

(e) During the last five years, Cognigen has not been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
required to be reported hereunder.

(f) Cognigen is a United States corporation organized
under the laws of Nevada.

II-B. (a) Kevin Anderson is President, a Director, and a
controlling shareholder of Cognigen.

(b) The business address of Kevin Anderson is 2608
Second Avenue, Suite 108, Seattle, Washington
98120.

(d) During the last five years, Kevin Anderson has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).

(e) During the last five years, Kevin Anderson has
not been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction required to be reported hereunder.

(f) Kevin Anderson is a U.S. citizen.

II-C. (a) Laurel Anderson is Vice-President, Treasurer, and
a Director of Cognigen. Ms. Anderson is the
spouse of Kevin Anderson.

(b) The principal office address of Laurel Anderson
is 2608 Second Avenue, Suite 108, Seattle,
Washington 98121.

(d) During the last five years, Laurel Anderson has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).

(e) During the last five years, Laurel Anderson has
not been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction required to be reported hereunder.

(f) Laurel Anderson is a U.S. citizen.

II-D. (a) Peter Tilyou is Secretary of Cognigen.

(b) The principal office address of Peter Tilyou is
2608 Second Avenue, Suite 108, Seattle,
Washington 98121.

(d) During the last five years, Peter Tilyou has not
been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).

(e) During the last five years, Peter Tilyou has not
been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
required to be reported hereunder.

(f) Peter Tilyou is a U.S. citizen.

Item 3. Source and Amount of Funds or Other Consideration

The Issuer and ITHC entered into a Stock Purchase and Asset Acquisition
Agreement dated August 19, 1999, in which the Issuer and ITHC agreed that the
Issuer would acquire all of the assets owned by ITHC in order to maximize the
Issuer's business development for the benefit of the Issuer and its
shareholders. On August 20, 1999, the Issuer completed the first of two
closings of the acquisition of all of the assets of ITHC in exchange for
29,242,953 shares of the Issuer's Common Stock. On November 24, 1999, ITHC
transferred 150,000 shares of the Issuer's Common Stock to two persons in
partial payment of a finder's fee. On December 27, 1999, the Issuer and ITHC
agreed that the total number of shares of the Issuer's 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.

On June 14, 2000, ITHC distributed all Issuer shares of Common Stock owned by
ITHC to ITHC shareholders in amounts proportionate to each shareholder's
ownership percentage of ITHC common stock.

The second closing of the acquisition of all of the assets of ITHC was held on
June 15, 2001. At this closing, ITHC received 37,298,444 shares of the
Issuer's Common Stock. On July 27, 2001, ITHC distributed all of the Issuer's
shares owned by ITHC shareholders in amounts proportionate to each
shareholder's ownership of ITHC common stock. As a result of the ITHC
distribution of the Issuer's Common Stock to ITHC shareholders, ITHC currently
owns no shares of the Issuer's Common Stock.

Effective October 15, 2001, each share of the Issuer's common stock was reverse
split on a one-for-eight basis. Unless otherwise indicated, the share figures
contained in this Schedule 13D that are dated after October 15, 2001, account
for this reverse split.

Item 4. Purpose of Transaction

As described in Item 3 above, the purpose of the Stock Purchase and Asset
Acquisition Agreement was to enable the Issuer to acquire all of the assets of
ITHC and, thus, enable the Issuer to commence business operations.
Except as stated below, ITHC has no plans or proposals which relate to or would
result in:

(a) The acquisition by any person of additional securities of the
Issuer or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; except that the
current directors and officers of the Issuer (other than David L. Jackson) were
appointed as a result of the acquisition of the assets by ITHC;

(e) Any material change in the present capitalization or dividend
policy of the Issuer;

(f) Any other material change in the Issuer's business or corporate
structure;

(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to section 12(g)(4) of the Act; or

(j) An action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) ITHC

As of the date of this Schedule 13D, ITHC, which is a private company,
beneficially owned no shares of the Common Stock of the Issuer.

(b) Jimmy Lee Boswell

As of the date of this Schedule 13D, Mr. Boswell owned 454,939 shares, or
approximately 4.1% of the outstanding shares of Common Stock of the Issuer,
including a presently exercisable option to purchase 200,000 shares of the
Common Stock of the Issuer.

As of the date of this Schedule 13D, Mr. Lucas owned 251,017 shares, or
approximately 2.3% of the outstanding shares of Common Stock of the Issuer.

(d) David L. Jackson

As of the date of this Schedule 13D, Mr. Jackson owned 278,951 shares or
approximately 2.6% of the outstanding shares of Common Stock of the Issuer.

(e) Cognigen Corporation

As of the date of this Schedule 13D, Cognigen Corporation owned 3,696,006
shares, or approximately 34.1% of the Common Stock of the Issuer.

(1) Kevin Anderson

Mr. Anderson is President, a Director, and a controlling shareholder of
Cognigen Corporation. As of the date of this Schedule 13D, Mr. Anderson may be
deemed to beneficially own 3,946,006 shares or approximately 36.3% of the
outstanding Common Stock of the Issuer. Mr. Anderson and members of his family
are the beneficiaries of the Anderson Family Trust #1 that owns approximately
98.9% of the outstanding common stock of Cognigen Corporation. Cognigen
Corporation owns 3,696,006 shares of the Issuer's outstanding common stock.
Mr. Anderson has sole voting and investment power over the shares of the
Issuer's Common Stock owned by Cognigen Corporation. The other 250,000 shares
are owned by the Anderson Family Trust #2 of which Mr. Anderson and members of
his family are the beneficiaries.

(2) Anderson Family Trust #1

As of the date of this Schedule 13D, the Anderson Family Trust #1 may be
deemed to beneficially own 3,696,006 shares or approximately 34.1% of the
outstanding Common Stock of the Issuer owned by Cognigen Corporation. Kevin
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.

(3) Laurel Anderson

Ms. Anderson is the wife of Kevin Anderson, and Vice-President, Treasurer
and a Director of Cognigen Corporation. Ms. Anderson may be deemed to
beneficially own 3,696,006 shares or approximately 34.1% of the Common Stock of
the Issuer, through her husband's beneficial ownership of Cognigen Corporation.
(See Item 5(e)(1) above).

(4) Peter Tilyou

Mr. Tilyou is Secretary of Cognigen Corporation. Mr. Tilyou is the sole
trustee, but not a beneficiary of, the Anderson Family Trust #1 that owns
approximately 98.9% of the outstanding common stock of Cognigen Corporation and
the Anderson Family Trust #2 that owns 250,000 shares of the Common Stock of
the Issuer. As the managing officer/director of Combined Telecommunications
Consultancy, Ltd. ("CTC") and Telkiosk, Inc. ("Telkiosk"), and as the sole
trustee of the Anderson Family Trusts #1 and #2, Mr. Tilyou may be deemed to
beneficially own 4,698,293 shares, or approximately 43.3% of the outstanding
Common Stock of the Issuer. This includes 537,149 shares owned by CTC; 215,138
shares owned by Telkiosk, and 250,000 shares owned by the Anderson Family Trust
#2 (see Item 5(e)(1) above) and 3,696,006 shares owned by the Anderson Family
Trust #1 (see Item 5(e)(2) above). Mr. Tilyou has voting and investment power
over the shares of the Issuer's 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.

Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None.

Item 7. Material to Be Filed as Exhibits

None.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
November 9, 2001.

Date

/s/ David L. Jackson
Signature

David L. Jackson, Senior Vice President, Corporate and Public Affairs
Name/Title