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

FORM 10-QSB/A

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005

OR

(  ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACT
For the transition period from _________ to _________

Commission File Number 0-11730

COGNIGEN NETWORKS, INC.
(Exact name of small business issuer as specified in its charter)

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

6405 218^th Street SW, Suite 305
Mountlake Terrace, WA 98043
(Address of principal executive offices)

(425) 329-2300
(Issuer’s Telephone number)

N/A
______________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

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 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 [   ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.   Yes  [   ]    No   [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class	Outstanding at April 30, 2005
Common Stock, $.001 par value	8,753,972

Transitional Small Business Disclosure Format (Check one):    Yes  [   ]     No   [X]

COGNIGEN NETWORKS, INC.

Commission File Number: 0-11730
Quarter Ended March 31, 2005

FORM 10-QSB/A

Part I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets	Page 2
Unaudited Consolidated Statements of Operations	Page 3
Unaudited Consolidated Statements of Cash Flows	Page 4
Notes to Unaudited Consolidated Financial Statements	Page 5
Item 2. Management’s Discussion and Analysis or Plan of Operation	Page 10
Item 3. Controls and Procedures	Page 15
Part II - OTHER INFORMATION
Item 1. Legal Proceedings	Page 17
Item 6. Exhibits	Page 17
Signatures	Page 20

COGNIGEN NETWORKS, INC.

Part I - Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets

	March 31, 2005		June 30, 2004
	Unaudited
Assets
Current assets
Cash	$      115,242		$      213,611
Accounts receivable, net	437,256		481,092
Commissions receivable, net	1,123,340		773,168
Inventory	12,535		15,543
Other current assets	46,846		52,210
Total current assets	1,735,219		1,535,624
Non-current assets
Property, plant and equipment, net	19,582		16,847
Deposits and other assets	22,220		60,424
Total non-current assets	41,802		77,271
Total assets	$   1,777,021		$   1,612,895
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$      619,718		$      670,416
Accrued liabilities	229,614		444,098
Commissions payable	937,567		811,729
Current portion of deferred commissions	366,142		511,200
Receivables financing arrangement	183,750		308,100
Other current liabilities	--		1,638
Total current liabilities	2,336,791		2,747,181
Deferred commissions less current portion	--		237,346
Other long-term liabilities	442		68,391
Total liabilities	2,337,233		3,052,918
Stockholders’ deficit
Preferred stock no par value, 20,000,000 shares authorized, 500,000 shares
issued and outstanding, $1.00 per share liquidation preference	450,000		450,000
Common stock $.001 par value, 300,000,000 shares authorized; 8,753,972
issued and outstanding as of March 31, 2005 and June 30, 2004	8,754		8,754
Additional paid-in capital	11,954,331		11,954,331
Accumulated deficit	(12,973,297	)	(13,853,108	)
Total stockholders’ deficit	(560,212	)	(1,440,023	)
Total liabilities and stockholders’ deficit	$   1,777,021		$   1,612,895

See notes to unaudited consolidated financial statements.

-2-

COGNIGEN NETWORKS, INC.
Unaudited Consolidated Statements of Operations

	Three Months Ended March 31,				Nine Months Ended March 31,
	2005		2004		2005		2004
	Unaudited		Unaudited		Unaudited		Unaudited
Revenue
Marketing commissions	$ 1,596,618		$ 1,220,450		$ 4,211,874		$   3,843,420
Telecommunications	1,413,552		1,449,344		4,463,008		4,283,876
Other	--		12,398		--		(4,342	)
Total revenue	3,010,170		2,682,192		8,674,882		8,122,954
Operating expenses
Commissions:
Marketing	913,676		571,292		2,251,924		1,862,959
Telecommunications	191,812		162,409		645,787		515,110
Telecommunications	755,561		774,688		2,446,940		2,275,371
Selling, general and administrative	784,201		4,144,625		2,465,928		6,329,242
Depreciation and amortization	3,934		6,554		12,249		51,355
Total operating expenses	2,649,184		5,659,568		7,822,828		11,034,037
Income from operations	360,986		(2,977,376	)	852,054		(2,911,083	)
Interest expense	(14,679	)	(11,991	)	(40,465	)	(34,201	)
Income before income taxes	346,307		(2,989,367	)	811,589		(2,945,284	)
Income taxes	--		--		--		--
Net income	346,307		(2,989,367	)	811,589		(2,945,284	)
Preferred dividends	(10,000	)	(10,000	)	(30,000	)	(30,000	)
Net income attributable to
common shareholders	$    336,307		$(2,999,367	)	$    781,589		$(2,975,284	)
Income per common share-
basic and diluted	$           .04		$         (.33	)	$           .09		$           (.32	)
Weighted average number of common shares
outstanding:
Basic	8,753,972		9,026,499		8,753,972		9,379,427
Diluted	8,857,049		9,026,499		8,770,382		9,379,427

See notes to unaudited consolidated financial statements.

-3-

COGNIGEN NETWORKS, INC.
Unaudited Consolidated Statements of Cash Flows

	Nine Months Ended March 31,
	2005		2004
	Unaudited		Unaudited
Cash flows from operating activities
Net income	$    811,589		$(2,945,284	)
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization	12,249		51,355
Bad debt expense	113,376		213,913
Loss provision for CST and Funding Agreement	--		2,966,947
Changes in assets and liabilities:
Accounts receivable	(69,540	)	(548,344	)
Commissions receivable, net	(350,172	)	85,850
Inventory	3,008		16,880
Deposits and other assets	5,364		(18,017	)
Accounts payable	(50,698	)	120,520
Commissions payable	125,838		(76,172	)
Accrued liabilities	(214,484	)	217,619
Other current liabilities	(1,638	)	(22,457	)
Other	273		379
	(426,424	)	3,008,473
Net cash provided by operations	385,165		63,189
Cash flows from investing activities
Capital expenditures	(14,984	)	--
Increase in investments to Intandem	--		(221,397	)
Decrease in deposits and other assets	38,204		1,798
Net cash provided by (used in) investing activities	23,220		(219,599	)
Cash flows from financing activities
Payments on deferred commissions	(382,404	)	(394,049	)
Decrease in receivables financing arrangement	(124,350	)	--
Proceeds from financing arrangement	--		207,038
Payment on notes payable	--		(50,000	)
Net cash used in financing activities	(506,754	)	(237,011	)
Net decrease in cash and cash equivalents	(98,369	)	(393,421	)
Cash and cash equivalents-beginning of period	213,611		412,992
Cash and cash equivalents-end of period	$    115,242		$      19,571

Supplemental Disclosures of Cash Flow Information and Non-Cash Transactions

Cash payments for interest expense during the nine months ended March 31, 2005 and 2004 were $40,465 and $34,201, respectively.

See notes to unaudited consolidated financial statements.

-4-

COGNIGEN NETWORKS, INC.

Notes to Unaudited Consolidated Financial Statements
March 31, 2005

Note 1 – Description of Business

Cognigen Networks, Inc. (the Company) was incorporated in May 1983 in the State of Colorado to engage in the cellular radio and broadcasting business and to engage in any other lawful activity permitted under Colorado law. In June 1988, the Company changed its name to Silverthorne Production Company (Silverthorne) and commenced operations in the oil and gas industry. These operations were discontinued in 1989. Between 1989 and 1999, Silverthorne attempted to locate acquisition prospects and negotiate an acquisition. Silverthorne’s pursuit of an acquisition did not materialize until August, 1999, with the acquisition of the assets of Inter-American Telecommunications Holding Corporation (ITHC), which was accounted for as a reverse acquisition. The surviving entity changed its name to Cognigen Networks, Inc. on July 12, 2000.

The Company is an Internet and relationship enabled marketer primarily of long distance telephone and personal communications services. Revenue is generated in two ways. First, marketing commissions revenue is generated from a number of outside vendors who are represented on the Company’s sales agent web sites and for whom the Company sells their products and services via contractual agreements. Second, telecommunications revenue is generated through sales of the Company’s proprietary products and services through the Company’s sales agent web sites.

Note 2 – Summary of Significant Accounting Policies

The accompanying consolidated financial statements include the accounts of Cognigen Networks, Inc. and its subsidiaries, Cognigen Switching Technologies, Inc. (CST) through January 31, 2004 and Intandem Communications Corp. (Intandem) since February 1, 2004. See Note 8 regarding information regarding the sale of CST and Note 4 for information on Intandem. All intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments, have been made to (a) the unaudited consolidated statements of operations for the three and nine months ended March 31, 2005 and 2004, respectively, (b) the unaudited consolidated balance sheet as of March 31, 2005 and (c) the unaudited consolidated statements of cash flows for the nine months ended March 31, 2005 and 2004, respectively, in order to make the financial statements not misleading.

The Company has not recorded a provision for income taxes for the three and nine months ended March 31, 2005 and 2004. The Company has net operating loss carryforwards to offset taxable income in these periods.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for financial statements. For further information, refer to the audited consolidated financial statements and notes thereto for the year ended June 30, 2004, included in the Company’s Annual Report on Form 10-KSB filed with the Securities and Exchange Commission.

-5-

COGNIGEN NETWORKS, INC.

Notes to Unaudited Consolidated Financial Statements
March 31, 2005

Note 2 – Summary of Significant Accounting Policies (continued)

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The results for the three and nine months ended March 31, 2005 may not necessarily be indicative of the results for the fiscal year ending June 30, 2005.

On November 21, 2001, the Company entered into a Stock Redemption Agreement with a stockholder, in which the stockholder agreed to sell to the Company 2,712,501 shares of the Company’s common stock, at approximately $.77 per share, which approximated market value, in exchange for potential future commissions of $2,088,622 on certain customers, as defined in the agreement. The shares were purchased in December 2001. Deferred commissions payable are being paid out based upon commissions earned as defined in the agreement. The agreement does not guarantee that commissions will be earned. As of March 31, 2005, the remaining balance of deferred commissions payable was $366,142. The Company has classified the entire balance as current based on historical commissions. After the $366,142 of deferred commissions has been earned and paid to the stockholder, commissions will continue to be paid to the stockholder and recorded as marketing commissions expense in the statement of operations. Had the payments of $134,256 and $382,404 for the three and nine months ended March 31, 2005, respectively, been recorded as marketing commissions expense instead of a reduction of deferred commissions payable on the balance sheet, marketing commissions expense would have been higher by $134,256 and $382,404. The Company does not anticipate recording these payments as marketing commissions expense until sometime in the year ending June 30, 2006 See Note 10 for additional information.

-6-

COGNIGEN NETWORKS, INC.

Notes to Unaudited Consolidated Financial Statements
March 31, 2005

The following presents statement of operations data and proforma data. The proforma data reflect certain statement of operations accounts for the three and nine months ended March 31, 2005 that reflect the increase in commissions expense had the payments to the stockholder, described in the preceding paragraph, during these periods been accounted for as commissions expense rather than a reduction to deferred commissions payable.

	Pro Forma	Actual	Pro Forma	Actual
	Three Months Ended March 31, 2005	Three Months Ended March 31, 2005	Nine Months Ended March 31, 2005	Nine Months Ended March 31, 2005
Total revenue	$3,010,170	$3,010,170	$8,674,882	$8,674,882
Operating expenses:
Marketing commissions	1,239,744	1,105,488	3,280,115	2,897,711
Telecommunications	755,561	755,561	2,446,940	2,446,940
Selling, general and administrative	784,201	784,201	2,465,928	2,465,928
Depreciation and amortization	3,934	3,934	12,249	12,249
Total operating expenses	2,783,440	2,649,184	8,205,232	7,822,828
Income from operations	$   226,730	$   360,986	$   469,650	$   852,054
Net income attributable to common
shareholders	$   202,051	$   336,307	$   399,185	$   781,589
Income per common share - basic and diluted
	$          .02	$          .04	$          .05	$          .09

Certain amounts in prior consolidated financial statements have been reclassified to conform to the current presentation.

-7-

COGNIGEN NETWORKS, INC.

Notes to Unaudited Consolidated Financial Statements
March 31, 2005

Note 3 –Note Receivable

As of March 31, 2005, the Company has a note receivable outstanding with a net book value of zero from American Communications, LLC (formerly known as American Internet Communications, LLC) in accordance with a $300,000 Promissory Note and Agreement due in October 2004, originally recorded on the balance sheet at $77,500. This note bears interest at 12% payable annually, is secured by the personal guaranty of the principals of American Communications, and was due October 4, 2004. The Company agreed to payment on the note of $100,000 plus $2,000 in attorneys’ fees as full satisfaction of the note, if paid by July 2004. All but $20,000 was paid by the due date which put the agreement in default and the $80,000 received was applied to interest on the original note. Subsequently, $21,000 was received and applied to interest outstanding. The remaining balance of approximately $300,000 remains due and in default. The Company has filed a lawsuit against American Communications and the two guarantors of the note to attempt to collect the remaining balance due.

Note 4 – Acquisition of Intandem

On April 1, 2003, the Company and certain principals of Intandem entered into an agreement (Funding Agreement) pursuant to which the Company 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 the Company, 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 the Company would convert notes receivable outstanding at the time of $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 common stock of the Company. All required amounts have been funded under the Funding Agreement and Termination Agreement. Due to questions of recoverability of amounts funded under the Termination Agreement, a provision of $494,149 was taken in the statement of operations in the year ended June 30, 2004.

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

-8-

COGNIGEN NETWORKS, INC.

Notes to Unaudited Consolidated Financial Statements
March 31, 2005

Note 5 –Receivables Financing Arrangement

The balance of receivables financing arrangement as of March 31, 2005 is $183,750. This represents the amount of commissions receivable that have been sold under an Accounts Receivable Purchase Agreement (Receivables Purchase Agreement) with a bank. The Receivables Purchase Agreement provides for up to $1,250,000 in commissions receivable to be used as collateral for advances under the Receivables Purchase Agreement, of which 75% of the commissions receivable balances are available in cash advances to the Company. Interest charges are 1.3% per month on the commissions receivable balances used as collateral.

Note 6 –Stockholders’ Deficit

On October 17, 2002, the Company issued 500,000 shares of 8% Convertible Series A Preferred Stock (Preferred Stock). Each share of the Preferred Stock is convertible, at the option of the holder, into one share of the Company’s 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.

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. The Company has not accrued for dividends on the balance sheet for the Preferred Stock as the Board of Directors has not declared dividends. However, the accrued dividends have been included in the earnings per share calculations as reflected on the statements of operations. As of March 31, 2005, total undeclared cumulative dividends that would have been payable if declared was $98,222.

Note 7 — Stock Options and Warrants

The Company has established the 2001 Incentive and Non-statutory Stock Option Plan (the Plan), which authorizes the issuance of up to 625,000 shares of the Company’s common stock. The Plan will remain in effect until 2011 unless terminated earlier by an action of the Board. All employees, board members and consultants of the Company are eligible to receive options under the Plan at the discretion of the Board. Options issued under the Plan vest according to the individual option agreement for each grantee.

During the nine months ended March 31, 2004, the Company granted 10,000 and zero options, respectively, to employees to purchase shares of common stock of the Company. The prior year options that were granted vested 5,000 immediately and 5,000 in one year, were exercisable at market value and expired five years from the date of grant. During the nine months ended March 31, 2005, there were no options granted.

As of March 31, 2005, the number of stock options outstanding under the Plan was 475,000.

As of March 31, 2005, the number of stock options outstanding not under any plan was 25,000. 1,000,000 options exercisable at $3.68 per share expired in August 2004.

-9-

COGNIGEN NETWORKS, INC.

Notes to Unaudited Consolidated Financial Statements
March 31, 2005

Note 7 — Stock Options and Warrants (continued)

As of March 31, 2005, there were 1,050,000 warrants outstanding that were exercisable into shares of common stock of the Company. In October 2004, 150,000 warrants that were exercisable at $.50 per share expired unexercised.

Note 8 – Stock for Stock Exchange Agreement

On May 12, 2004, after approval by the Board of Directors, the Company 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 the Company a total of 800,000 shares of the Company’s common stock owned by the Principals for all of the outstanding common stock of the Company’s wholly-owned subsidiary, CST, and warrants to purchase 200,000 shares of the Company’s common stock effective February 1, 2004. The closing occurred on May 21, 2004. At the closing CST entered into a Master Services Agreement (MSA) to provide the Company with telecommunications rating, billing, provisioning, customer care, commissioning and database management for a fee. The MSA was 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.

Note 9 – Commitments and Contingencies

On April 19, 2005, the Company entered into a Services Agreement with Vcommerce Corporation pursuant to which Vcommerce has agreed to provide the Company with the back office for an online retail store which the Company plans to offer to customers through its sales agent force. Pursuant to the Services Agreement, Cognigen paid Vcommerce $20,000 upon the signing and will pay $5,000 per month over the first 12 months of the Services Agreement. In addition, the Company is to pay Vcommerce a fee of $4,000 per month for monthly hosting services and other fees as agreed upon by the Company.

The Services Agreement is in effect for 36 months with automatic renewals unless terminated by either party. The Company has the right to terminate the Services Agreement after the first 12 months of the term by paying Vcommerce $24,000 and giving Vcommerce six months notice of termination during which period Vcommerce would provide no services to the Company.

On April 7, 2005, David L. Jackson, one of the Company’s directors and a member of our Compensation Committee, filed a complaint with the California Department of Fair Employment and Housing (No. E200405M1559-00-ap) alleging that he was terminated by our Board of Directors because of “medical cancer condition and disparate treatment because of age, insurance costs, salary, accrued vacation, sick pay, severance pay, deferred compensation claims during the time” that he “was recovering from cancer surgery”. It is the Company’s position that Mr. Jackson was terminated due to the failure by him to perform the tasks assigned to him and that were a part of his employment status. Although the Company intends to defend the claim, because of the costs involved, the Company may consider a settlement with Mr. Jackson. Mr. Jackson did not specify in his complaint the amount of his alleged losses.

-10-

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

We are an Internet and relationship enabled marketer of long distance telephone and personal communications services. We earn revenue in two ways. First, we earn commissions revenue from a number of outside vendors whom we represent on our agent web sites and sell their products and services via contractual agreements. Second, we earn telecommunications revenue through sales of our own proprietary products and services through our agent web sites.

We made a major strategic transition in our business profile and delivery of products and services over the past nineteen months. In addition to earning commissions on the sale of the services and products of outside vendors, we are now selling more of our own proprietary branded products and services. Because we show the total revenue for these customers, not just a commission on the revenue of outside vendors products and services, we generate approximately five to seven times as much revenue on an equivalent customer usage. Our profit margins on our own proprietary products and services are somewhat less compared to the profit margins we recognize from selling products and services of our outside vendors but our overall net income can be much higher because there is five to seven times as much revenue.

Through the acquisition of multiple state licenses, billing capability and new distribution channels, we can grow revenue, maintain closer contact with our customers, and control bottom line retention and contribution to a greater degree on sales of our own proprietary products and services.

We had net income of $220,920 and $465,282 for the three and six months ended December 31, 2004. This net income in large part was derived from our actions taken during the past year to reduce costs and to diversify our product line. We are undertaking other initiatives aimed at providing our agents with more attractive and competitive product offerings, improving our proprietary products and services, and expanding our vendor relationships.

Three Months Ended December 31, 2004 Compared to Three Months Ended December 31, 2003

Total revenue for the three months ended December 31, 2004 was $2,919,868 compared to $2,816,786 for 2003. Marketing commissions revenue was $1,369,035 for 2004 compared to $1,229,612 for the prior year. Telecommunications revenue was $1,550,833 for 2004 as compared to $1,594,118 for the prior year.

Marketing commissions revenue for 2004 increased $139,423 from that of 2003 or 11%. This increase reflects initiatives we have taken to increase marketing commissions revenue. We have entered into agreements to market additional and new products that are in demand. We have also emphasized customer service reducing our response time to customer inquiries and order verification. Marketing additional and new products and better customer service have helped increase marketing commissions revenue.

-10-

Note 10 – Related Party Information

On November 21, 2001, the Company entered into a Stock Redemption Agreement with the Anderson Family Trust (AFT), a substantial stockholder of the Company, whereby AFT sold 2,712,501 shares of the Company’s common stock to the Company in exchange for the transfer by the Company to the AFT of the original Cognigen Agency and all of its downline agents. As a result of this transaction, AFT received the contingent right to receive all of its direct sales commissions and generational downline commission overrides. During the first twelve months of the ownership by the AFT of the former Cognigen Agency, now renamed Cantara Agency (Cantara), the AFT agreed to a capping of the commissions payable to it, thereafter commencing January 2003, AFT/Cantara Agency has received the full direct and generational override commissions it is entitled to earn pursuant to the existing and current Company commission structure applicable for all agents. Payment of commissions to the AFT/Cantara Agency is totally contingent upon the generation of sales by it and its downline agents and payment for the products and services sold by the Company’s customers and vendors. The sales are generated either directly by employees of the Cantara Agency and/or its downline sub-agents. The Cantara Agency has contracted with Kevin E. Anderson Consulting, Inc. (KEAC), a corporation owned by Kevin E, Anderson, founder of Cognigen Communications and a beneficiary of the AFT, to manage the Cantara Agency for a set monthly fee. The AFT owns approximately 13% of the Company’s common stock. Currently, the monthly commission payment to the AFT/Cantara Agency is approximately 11% of the total commissions paid monthly to all of the Company’s agents. The Company’s agents, who contribute to the generational downline commissions earned by the Cantara Agency, are themselves paid approximately 70% of all the commissions paid monthly by the Company.

On February 28, 2005, the Company entered into an agreement with SEGAL & Co Incorporated (S&Co), which is controlled by Robert B. Segal, a current director of the Company. Under the agreement, S&Co is to act as a non-exclusive financial advisor to the Company. If S&Co is successful in raising funds on terms acceptable to the Company, S&Co will receive a financing fee of 4% of the first $5,000,000, 2% of the subsequent $10,000,000 and 1% thereafter. If S&Co is able to find a merger or acquisition acceptable to the Company, S&Co will receive 2.5% of the value of the transaction. The agreement is for 12 months unless extended on a month to month basis thereafter. The agreement also provides for reimbursement of preapproved expenses up to $2,000 per month.

Robert B. Sega,l who currently serves as a member of the Board of Directors of the Company, resigned as Chairman and Member of the Audit Committee on May 12, 2005.

-11-

Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

We are an Internet and relationship enabled marketer of primarily long distance telephone and personal communications services. We earn revenue in two ways. First, we earn commissions revenue from a number of outside vendors whom we represent on our sales agent web sites and sell their products and services via contractual agreements. Second, we earn telecommunications revenue through sales of our own proprietary products and services through our sales agent web sites. In addition to earning commissions on the sale of the services and products of outside vendors, we sell our own proprietary branded products and services. Because we record the total revenue for these customers, not just a commission on the revenue of outside vendors products and services, we generate approximately five to seven times as much revenue on an equivalent customer usage. Our profit margins on our own proprietary products and services are currently somewhat less compared to the profit margins we recognize from selling products and services of our outside vendors. However, our overall net income can potentially be higher because there is five to seven times as much revenue.

We had net income of $346,307 and $811,589 for the three and nine months ended March 31, 2005. This net income in large part was derived from our actions taken during the past year to reduce costs and to diversify our product line. We are undertaking other initiatives aimed at providing our agents with more attractive and competitive product offerings and expanding our vendor relationships.

Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004

Total revenue for the three months ended March 31, 2005 was $3,010,170 compared to $2,682,192 for 2004. Marketing commissions revenue was $1,596,618 for 2005 compared to $1,220,450 for the prior year. Telecommunications revenue was $1,413,552 for 2005 as compared to $1,449,344 for the prior year.

Marketing commissions revenue for 2005 increased $376,168 from that of 2004, or 31%. This increase reflects initiatives we have taken to increase marketing commissions revenue. We have entered into agreements to market additional and new products that were and remain very consumer desirable. We have also added new master agents to our sales force, as well as emphasized customer service reducing our response time to customer inquiries and order verification. Marketing additional and new products, adding master agents and better customer service have helped increase marketing commissions revenue.

-12-

Telecommunications revenue decreased $35,792 for 2005 compared to 2004, or 3%. This decrease results from a decrease from the sale of our former subsidiary Cognigen Switching Technologies, Inc. (CST) and a decrease in our proprietary customer base. As part of the sale, CST maintained approximately $70,000 in monthly telecommunications revenue, approximately 50% from a conferencing product it switches through its facilities based switch and another 50% from a customer base which receives no new customers but is primarily a billing service based customer.

Marketing commissions expense increased from $571,292 for 2004 to $913,676 for 2005, an increase of $342,384, or 60%. This increase correlates to an increase in marketing commissions revenue explained above. The higher percentage increase in marketing commissions expense compared to the increase in marketing commissions revenue results from a difference in product mix between the periods and the payment of higher commission expense to certain master sales agents who have been added to our sales agent force in the last six months to increase volume and sell certain products and services.

Telecommunications commissions expense increased from $162,409 for 2004 to $191,812 for 2005, an increase of $29,403 or 18%. This increase is a result of a change in the mix of telecommunications products and services resulting from the transfer of some services to CST noted above. In addition, commissions expense being paid to Intandem sales agents is higher currently than in the prior year, due to the mix of products and services being sold by these sales agents.

Had the payments to a shareholder described in Note 2 to the Consolidated Financial Statements been recorded as marketing commissions expense instead of a reduction of deferred commissions payable on the balance sheet, marketing commissions expense would have been higher by $134,256, therefore reducing net income by this same amount. We do not anticipate recording these payments as marketing commissions expense until sometime in the year ending June 30, 2006.

Telecommunications expense, or carrier costs, decreased from $774,688 for 2004 to $755,561 for 2005, or a decrease of $19,127, or 3%. This decrease correlates to the decrease in telecommunications revenue described above. The margins on our telecommunications revenue decreased compared to the prior period reflective of higher carrier costs and a highly competitive market for long distance customers being driven by long distance rates. A change in product mix also contributed to the increase.

Our operating profit margin, defined as revenue less commissions expenses and telecommunications expenses or carrier costs, has decreased compared to the prior period by 10% for marketing commission revenue and 2% for telecommunications revenue. These decreases result from mix changes in both our commission revenue and our telecommunications revenue to higher commission products and services, from higher carrier costs on telecommunications revenue and increased commissions expense to master agents.

Selling, general and administrative expenses decreased $3,360,424 for 2004 compared to 2003. This decrease is primarily attributed to $2,996,732 in loss provisions recorded in the prior year and decreases in expenses due to the sale of CST.

The decrease in depreciation and amortization of $2,620 results from the sale of CST previously explained.

Interest expense for 2005 of $14,679 is consistent with that for 2004 of $11,991.

-13-

Nine Months Ended March 31, 2005 Compared to Nine Months Ended March 31, 2004

Total revenue for the nine months ended March 31, 2005 was $8,674,882 compared to $8,122,954 for 2004. Marketing commissions revenue was $4,211,874 for 2005 compared to $3,843,420 for the prior year. Telecommunications revenue was $4,463,008 for 2004 as compared to $4,283,876 for the prior year.

Marketing commissions revenue for 2005 increased $368,454, or 10%, compared to that of 2004. We have entered into agreements to market additional and new products that were and remain very consumer desirable. We have also added new master agents to our sales force, as well as emphasized customer service reducing our response time to customer inquiries and order verification. Marketing additional and new products, adding master agents and better customer service have helped increase marketing commissions revenue.

Telecommunications revenue increased $179,132 for 2005 compared to 2004, or 4%. This increase resulted from an increase in telecommunications revenue from new proprietary products and services being sold, offset by the transfer of some revenue to CST in the sale of CST. Our average proprietary customer base during the 2005 when compared to the prior year was higher. This was partially offset by the transfer of some products and their customers resulting from our sale of CST effective February 1, 2004. As part of the sale, CST maintained approximately $70,000 in monthly telecommunications revenue, approximately 50% from a conferencing product it switches through its facilities based switch and another 50% from a customer base which receives no new customers but is primarily a billing service based customer.

Marketing commissions expense increased from $1,862,959 for 2004 to $2,251,924 for 2005, an increase of $388,965, or 21%. This increase follows the increase in marketing commissions revenue explained above. The higher percentage increase in marketing commissions expense compared to the increase in marketing commissions revenue results from a difference in product mix between the periods and the payment of higher commission expense to certain master sales agents who have been added to our sales agent force in the last six months to increase volume and sell certain products and services.

Telecommunications commissions expense increased from $515,110 for 2004 to $645,787 for 2005, an increase of $130,677 or 25%. This increase is a result of an increase in the mix to higher telecommunications services resulting from the transfer of some services to CST noted above. In addition, commissions expense being paid to Intandem sales agents is higher currently than in the prior year, due to the mix of products and services being sold by these sales agents.

Had the payments to a shareholder described in Note 2 to the Consolidated Financial Statements been recorded as marketing commissions expense instead of a reduction of deferred commissions payable on the balance sheet, marketing commissions expense would have been higher by $382,404, therefore reducing net income by this same amount. We do not anticipate recording these payments as marketing commissions expense until sometime in the year ending June 30, 2006.

Our operating profit margin, defined as revenue less commissions expenses and telecommunications expenses or carrier costs, has decreased compared to the prior period by 5% for marketing commission revenue and 4% for telecommunications revenue. These decreases result from mix changes in both our commission revenue and our telecommunications revenue to higher commission products and services, from higher carrier costs on telecommunications revenue and increased commissions expense to master sales agents.

-14-

Telecommunications expense or carrier costs increased from $2,275,371 for 2004 to $2,446,940 for 2005 or an increase of $171,569, or 8%. This increase correlates to the increase in telecommunications revenue described above. The margins on our telecommunications revenue decreased compared to the prior period reflective of higher carrier costs and a highly competitive market for long distance customers being driven by long distance rates. A change in product mix also contributed to the increase.

Selling, general and administrative expenses decreased $3,863,314 for 2005 compared to 2004, or 61%. This decrease is primarily attributed to $2,996,732 in loss provisions recorded in the prior year, decreases in expenses due to the sale of CST and lower legal expenses.

The decrease in depreciation and amortization of $39,106 results from the sale of CST previously explained.

Interest expense was $40,465 for 2005.

Liquidity and Capital Resources

We have historically funded our operations primarily from sales of securities and operations. As of March 31, 2005 we had cash and cash equivalents of $115,242 and negative working capital of $601,572. Cash provided by operations during the nine months ended March 31, 2005 was $385,165. Cash used in financing activities of $506,754 included the payment of deferred commissions of $382,404 and a decrease in the receivables financing arrangement of $124,350.

We have a balance outstanding under a receivables financing arrangement as of March 31, 2005 of $183,750. This represents the amount of marketing commissions receivable that have been sold under an Accounts Receivable Purchase Agreement (Receivables Purchase Agreement) with a bank. The Receivables Purchase Agreement provides for up to $1,250,000 in marketing commissions receivable to be used as collateral for advances under the Receivables Purchase Agreement of which 75% of the marketing commissions receivable balances are available in cash advances to us. Interest charges are 1.3% per month on the marketing commissions receivable balances used as collateral. After one year, the Receivables Purchase Agreement is from year to year unless terminated in writing by either party. We are in compliance with the terms and conditions of the Receivables Purchase Agreement.

On April 19, 2005, we entered into a Services Agreement with Vcommerce Corporation pursuant to which Vcommerce has agreed to provide us with the back office for an online retail store which we plan to offer to customers through our sales agent force. Pursuant to the Services Agreement, we paid Vcommerce $20,000 upon the signing and will pay $5,000 per month over the first 12 months of the Services Agreement. In addition, we will pay Vcommerce a fee of $4,000 per month for monthly hosting services and other fees as agreed upon by us. The Services Agreement is in effect for 36 months with automatic renewals unless terminated by either party. We have the right to terminate the Services Agreement after the first 12 months of the term by paying Vcommerce $24,000 and giving Vcommerce six months notice of termination during which period Vcommerce would provide no services to us.

-15-

Cash flows generated from operations and from our receivables financing arrangement were sufficient to meet our working capital requirements for the nine months ended March 31, 2005, but may not be sufficient to meet our working capital requirements for the foreseeable future or provide for expansion opportunities. Currently, we are slowly reducing our average balances outstanding under our receivables financing arrangement. We have reduced costs and expenses by reducing personnel, reducing or eliminating unwarranted expenses and have sold CST, our former subsidiary, which all combined have increased our cash flows in excess of $50,000 per month from certain levels for the nine months ended March 31, 2005. We are looking at various financing and equity opportunities to provide additional working capital or for expansion opportunities and continue to identify costs and expenses that can be reduced or eliminated. There can be no assurance we will be able to secure additional debt or equity financing, that we will be able to reduce or eliminate more costs and expenses or that cash flows from operations will produce adequate cash flow to enable us to meet all of our future obligations or to be able to expand. However, we believe that we will be successful in producing sufficient cash flows from all collective sources to continue for at least the next twelve months.

Forward Looking Statements

Certain of the information discussed herein, and in particular in this section entitled “Management’s Discussion and Analysis or Plan of Operation,” contains forward looking statements that involve risks and uncertainties that might adversely affect our operating results in the future in a material way. Such risks and uncertainties include, without limitation, our possible inability to become certified as a reseller in all jurisdictions in which we apply, the possibility that our proprietary customer base will not grow as we expect, our possible inability to obtain additional financing, the possible lack of producing agent growth, our possible lack of revenue growth, our possible inability to add new products and services that generate increased sales, our possible lack of cash flows, our possible loss of key personnel, the possibility of telecommunication rate changes and technological changes and the possibility of increased competition. Many of these risks are beyond our control. We are not entitled to rely on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, or Section 21E of the Securities Exchange Act of 1934 as amended, when making forward-looking statements.

Item 3. Controls and Procedures

     (a) Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period convered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, our disclosure controls and procedures were effective.

In preparing our audit for the year ended June 30, 2004, our auditors identified potential deficiencies within our internal control framework which have the potential to result in a material control weakness. These potential control deficiencies relate to the manner in which we process transactions to record telecommunications revenue and related accounts receivable as our current processes and procedures require substantive manual intervention, estimation and reliance on several sources of information that are not integrated with our accounting system.

-16-

In addition, our Chief Financial Officer oversees our accounting and general internal control process. We are not such that we can afford the luxury of having other financial accounting minded management members at his level that would help either crosscheck or advise in the accounting or financial reporting process. Although, our Chief Financial Officer is constantly involved in consultation with peers in the field of accounting and reporting, this situation could potentially result in a material control weakness.

After reviewing these potential control deficiencies, we do not believe they constitute material control weakenesses.

     (b)   Changes in internal controls.

There were no changes made in our internal controls over financial reporting during the period covered by this report or, to our knowledge, in other factors that could materially affect these controls subsequent to the date of their evaluation.

-17-

Part II – Other Information

Item 1. Legal Proceedings

Information as to the lawsuit we filed against American communications, LLC, David Stone and Harry Gorlovezsky is contained in our Quarterly Reports on Form 10QSB for the quarters ended December 31, 2004 and September 30, 2004.

On April 7, 2005, David L. Jackson, one of our directors and a member of our Compensation Committee, filed a complaint with the California Department of Fair Employment and Housing (No. E200405M1559-00-ap) alleging that he was terminated by our Board of Directors because of “medical cancer condition and disparate treatment because of age, insurance costs, salary, accrued vacation, sick pay, severance pay, deferred compensation claims during the time” that he “was recovering from cancer surgery”. It is our position that Mr. Jackson was terminated due to the failure by him to perform the tasks assigned to him and that were a part of his employment status. Although we intend to defend the claim, because of the costs involved, we may consider a settlement with Mr. Jackson. Mr. Jackson did not specify in his complaint the amount of his alleged losses.

Item 6. 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).

-18-

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 May 12, 2005 (incorporated by reference to Exhibit 3 to our Current Report on Form 8-K filed on May 13, 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 filed on December 20, 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 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).

-19-

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).

10.18 Letter Agreement with Segal & Co. Incorporated dated February 28, 2005 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated February 28, 2005).

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

32.2 Certification of Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002

-20-

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COGNIGEN NETWORKS, INC.

By: /s/ Thomas S. Smith	Date: September 7, 2005
Thomas S. Smith
President and Chief Executive
Officer
By: /s/ Gary L. Cook	Date: September 7, 2005
Gary L. Cook
Chief Financial Officer

-21-

EXHIBIT INDEX

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 May 12, 2005 (incorporated by reference to Exhibit 3 to our Current Report on Form 8-K filed on May 13, 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).

-22-

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 filed on December 20, 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 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).

-23-

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).

10.18 Letter Agreement with Segal & Co. Incorporated dated February 28, 2005 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated February 28, 2005).

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

32.2 Certification of Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002

-24-