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

FORM 10-QSB

(X)   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2006

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 218th 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 [   ]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  [   ]    No [X]

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 January 31, 2007
Common Stock, $.001 par value	10,169,792

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

COGNIGEN NETWORKS, INC.

Commission File Number: 0-11730
Quarter Ended December 31, 2006

FORM 10-QSB

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 13
Item 3. Controls and Procedures	Page 18
Part II - OTHER INFORMATION
Item 6. Exhibits	Page 19
Signatures	Page 22

1

COGNIGEN NETWORKS, INC.

Part I -- Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets

	December 31, 2006		June 30, 2006
	Unaudited
Assets
Current assets
Cash	$               --		$               --
Accounts receivable, net	315,023		325,257
Marketing commissions receivable	854,931		938,409
Other current assets	60,752		56,735
Total current assets	1,230,706		1,320,401
Non-current assets
Property, plant and equipment, net	25,729		6,776
Deposits and other assets	165,461		141,566
Intangibles	137,163		--
Total non-current assets	328,353		148,342
Total assets	$   1,559,059		$   1,468,743
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$      391,486		$      629,992
Accrued liabilities	390,216		416,914
Marketing commissions payable	643,599		797,905
Receivables financing arrangement	555,675		460,750
Note payable, current portion	72,914		--
Other current liabilities	7,308		2,084
Total current liabilities	2,061,198		2,307,645
Note payable, less current portion	168,439		--
Other long-term liabilities	13,704		--
Total liabilities	2,243,341		2,307,645
Commitments and contingencies
Stockholders’ Deficit
Preferred stock no par value, 20,000,000 shares authorized, 500,000 shares
issued and outstanding, liquidation preference of $668,500	450,000		450,000
Common stock $.001 par value, 300,000,000 shares authorized; 10,169,792
issued and outstanding as of December 31, 2006 and 8,753,764 as of June
30, 2006	10,171		8,754
Additional paid-in capital	12,140,745		11,965,577
Accumulated deficit	(13,285,198	)	(13,263,233	)
Total stockholders’ deficit	(684,282	)	(838,902	)
Total liabilities and stockholders’ deficit	$   1,559,059		$   1,468,743

See Notes to Unaudited Consolidated Financial Statements

2

COGNIGEN NETWORKS, INC.
Unaudited Consolidated Statements of Operations

	Three Months Ended December 31,				Six Months Ended December 31,
	2006		2005		2006		2005
	Unaudited		Unaudited		Unaudited		Unaudited
Revenue
Marketing commissions	$   1,502,111		$ 1,502,703		$ 3,005,520		$ 3,244,675
Telecommunications	315,206		981,477		1,115,886		2,055,094
Other	--		29,848		--		36,131
Total revenue	1,817,317		2,514,028		4,121,406		5,335,900
Operating expenses
Commissions:
Marketing	1,111,060		1,003,897		2,191,447		2,097,581
Telecommunications	35,964		147,050		149,806		302,890
Telecommunications	188,361		595,716		678,816		1,285,620
Other	--		20,364		--		26,035
Selling, general and administrative	593,967		847,058		1,299,144		1,641,149
Depreciation and amortization	1,665		3,270		3,081		6,948
Total operating expenses	1,931,017		2,617,355		4,322,294		5,360,223
Loss from operations	(113,700	)	(103,327	)	(200,888	)	(24,323	)
Gain on sale of assets	236,897		--		236,897		--
Interest expense	(31,795	)	(11,390	)	(57,974	)	(20,255	)
Earnings (loss) before income taxes	91,402		(114,717	)	(21,965	)	(44,578	)
Income taxes	--		24,022		--		--
Net earnings (loss)	91,402		(90,695	)	(21,965	)	(44,578	)
Preferred dividends	(10,000	)	(10,000	)	(20,000	)	(20,000	)
Earnings (loss) attributable to
common shareholders	$        81,402		$  (100,695	)	$   (41,965	)	$   (64,578	)
Earnings (loss) per common share-
basic and diluted	$             .01		$         (.01	)	$         (.00	)	$         (.00	)
Weighted average number of common shares
outstanding:
Basic	10,169,792		8,753,972		9,692,722		8,753,972
Diluted	10,169,792		8,809,821		9,692,722		8,886,991

See Notes to Unaudited Consolidated Financial Statements

3

COGNIGEN NETWORKS, INC.
Unaudited Consolidated Statements of Cash Flows

	Six Months Ended December 31,
	2006		2005
	Unaudited		Unaudited
Cash flows from operating activities
Net loss	$(21,965	)	$(44,578	)
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities:
Depreciation and amortization	3,081		6,948
Bad debt expense	30,760		33,508
Issuance of stock options and warrants	9,422		21,199
Changes in assets and liabilities:
Accounts receivable	(20,526	)	(24,991	)
Commissions receivable, net	83,478		234,847
Deposits and other assets	(4,017	)	48,311
Accounts payable	(240,590	)	6,542
Commissions payable	(154,306	)	(213,241	)
Accrued liabilities	(26,698	)	(22,146	)
Other current liabilities	17,522		37,308
Other liabilities	33,490		14,847
	(268,384	)	123,346
Net cash provided by (used in) operations	(290,349	)	78,768
Cash flows from investing activities
Capital expenditures	(22,034	)	(915	)
Increase other assets	(23,895	)	(88,600	)
Net cash used in investing activities	(45,929	)	(89,515	)
Cash flows from financing activities
Payments on deferred commissions	--		(226,068	)
Proceeds from note payable	250,000		--
Principal payments on note payable	(8,647	)	--
Increase in receivables financing arrangement	94,925		247,500
Net cash provided by financing activities	336,278		21,432
Net increase in cash and cash equivalents	--		10,685
Cash and cash equivalents-beginning of period	--		143,224
Cash and cash equivalents-end of period	$         --		$ 153,909

Supplemental Disclosures of Cash Flow Information and Non-Cash Transactions

Cash payments for interest expense during the six months ended December 31, 2006 and 2005 were $57,974 and $20,255, respectively.

During the six months ended December 31, 2006 the Company issued 1,246,028 common shares valued at $137,163 for the acquisition of 100% ownership of CBSi. See Note 4.

See Notes to Unaudited Consolidated Financial Statements

4

COGNIGEN NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
December 31, 2006

Note 1 – Description of Business

Cognigen Networks, Inc. (the Company) was incorporated in May 1983 in the State of Colorado. The Company is an Internet and relationship enabled marketer. The core products that have been sold have been long distance telephone and personal communications services. Revenue has been generated in two ways. First, marketing commissions revenue has been generated from a number of vendors who are represented on the Company’s agent web sites and for whom the Company sells their products and services via contractual agreements. Second, telecommunications revenue has been generated through sales of the Company’s proprietary products and services through the Company’s agent web sites.

In late July 2005, the Company formed LowestCostMall.com (“LCM”) an online shopping website that offered thousands of products, ranging from personal electronics, office products, and household items to toys, flowers and jewelry, at discounted prices. LCM was offered by the agents through the same methods they used to sell the Company’s telecommunications and personal technology services, with Vcommerce Corporation, an independent organization, serving as the back office and provisioning all of the orders and direct shipments from the manufacturer to the purchaser. However, because LowestCostMall.com did not perform in accordance with expectations, by written notification in July 2006, the Company terminated it’s agreement with Vcommerce, and closed down it’s LCM operations.

On July 7, 2006, the Company incorporated Cognigen Business Systems, Inc. (“CBSi”). Through CBSi the Company provides integrated broadband voice, data, video, and management communication and control support services to the quick service retail (“QSR”) industry through an integrated suite of services known as Retail Technologies CO-Op (“RTC”). CBSi was formed by entry into an agreement with Anza Borrego Partners, Inc. (“ABP”) pursuant to which the Company agreed to purchase two shares of CBSi for $50,000 and ABP agreed to purchase two shares of CBSi in exchange for contributing to CBSi all of ABP’s assets (including intellectual property) used, developed, or to be used in connection with its business plan for providing RTC services to the QSR industry, including ABP’s pilot installations in various Subway restaurants located in San Diego County and Oregon. The four shares of CBSi constitute all of the outstanding stock of CBSi.

In connection with the formation of CBSi, the Company also obtained the option, exercisable through September 7, 2006, to purchase ABP’s two shares of CBSi upon issuance to ABP of 1,246,028 shares of the Company’s restricted common stock. Pursuant to the terms of the option, the Company is also obligated to deliver to ABP that number of shares of the Company’s restricted common stock as are equal to 5% of the pretax income of CBSi for the fiscal years ending June 30, 2007, 2008 and 2009. Such common stock delivered to ABP will be valued at the average market trading value of the common stock for the previous 20 trading days prior to the end of each fiscal year.

In September 2006, the Company sent a letter to ABP in which the Company exercised the option to purchase ABP’s two shares of CBSi. The exercise was ratified by the Company’s Board of Directors on September 5, 2006. CBSi became a wholly owned subsidiary of the Company in September 2006. CBSi offers its bundled suite of integrated RTC broadband services to the approximately 21,000 Subway franchised restaurants located in the United States and plans to aggressively pursue the over 1.5 million QSR industry establishments that, according to U.S. Bureau of the Census data, comprise immediate market opportunities for CBSi’s bundled RTC broadband services.

5

COGNIGEN NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
December 31, 2006

Note 2 – Summary of Significant Accounting Policies

The accompanying consolidated financial statements include the accounts of Cognigen Networks, Inc. and its subsidiaries, Intandem Communications Corp. (Intandem), LCM and CBSi. 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 statement of operations for the three and six months ended December 31, 2006 and 2005, respectively, (b) the unaudited consolidated balance sheet as of December 31, 2006 and (c) the unaudited consolidated statements of cash flows for the six months ended December 31, 2006 and 2005, respectively, in order to make the financial statements not misleading.

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, 2006, included in the Company’s Annual Report on Form 10-KSB filed with the Securities and Exchange Commission.

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 six months ended December 31, 2006 may not necessarily be indicative of the results for the fiscal year ending June 30, 2007.

On November 21, 2001, the Company entered into a Stock Redemption Agreement, as amended, with the Anderson Family Trust (AFT), a substantial stockholder of the Company, and Cantara Communications Corporation (Cantara) 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 Cantara of the original Cognigen Agency and all of its downline agents. As a result of this transaction, Cantara 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 Cantara of the former Cognigen Agency, now renamed Cantara, Cantara agreed to a capping of the commissions payable to it, thereafter commencing January 2003, Cantara 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 Cantara was 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 Cantara and/or its downline sub-agents. Cantara contracted with Kevin E. Anderson

6

COGNIGEN NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
December 31, 2006

Note 2 – Summary of Significant Accounting Policies (continued)

Consulting, Inc. (KEAC), a corporation owned by Kevin E, Anderson, founder of Cognigen Communications Corporation and a beneficiary of the AFT, to manage Cantara for a set monthly fee. AFT owns approximately 11% of the Company’s common stock. Currently, the monthly commission payment to Cantara is approximately 10% of the total commissions paid monthly to all of the Company’s agents.

The following presents statement of operations data and proforma data. The proforma data reflect certain comparative statement of operations accounts for the six months ended December 31 that reflect the increase in commissions expense for the six months ended December 31, 2005 had the payments to the stockholder, paid under the Stock Redemption Agreement, during this period been accounted for as commissions expense rather than a reduction to deferred commissions payable. Thereafter, commission expense to Cantara was reflected in the statement of operations.

	Pro Forma Six Months Ended December 31, 2006		Actual Six Months Ended December 31, 2006		Pro Forma Six Months Ended December 31, 2005		Actual Six Months Ended December 31, 2005
Total revenue	$ 4,121,406		$ 4,121,406		$ 5,335,900		$ 5,335,900
Operating expenses:
Marketing commissions	2,341,253		2,341,253		2,520,471		2,400,471
Telecommunications	678,816		678,816		1,285,620		1,285,620
Other	--		--		26,035		26,035
Selling, general and administrative
	1,299,144		1,299,144		1,641,149		1,641,149
Depreciation and amortization	3,081		3,081		6,948		6,948
Total operating expenses	4,322,294		4,322,294		5,480,223		5,360,223
Loss from operations	$  (200,888	)	$  (200,888	)	$  (144,323	)	$   (24,323	)

Note 3 –Financing Arrangements

Accounts Receivable Financing Arrangement

The balance of receivables financing arrangement as of December 31, 2006 is $555,675. This represents the amount of marketing commissions receivables that have been pledged under an Accounts Receivable Purchase Agreement (Receivables Purchase Agreement) with Silicon Valley 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 the Company. Interest charges are 1.3% per month on the marketing commissions receivable balances used as collateral. The bank was given a Security Agreement in the assets of the Company including any of the Company’s copyrights, trademarks, patents and mask works, as a condition to the Receivables Purchase Agreement. The Receivables Purchase Agreement is renewable from year to year unless terminated in writing by either party.

7

COGNIGEN NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
December 31, 2006

Term Loan

On October 10, 2006, the Company entered into an agreement with Ven Core Solutions, LLC (“Ven Core”) to borrow $250,000 in a term loan to be repaid principal and interest of $9,000 monthly including interest at 16.7%. The loan is fully amortizable over 36 months. As part of the agreement, the Company issued to Ven Core 75,000 warrants to purchase 75,000 shares of restricted common stock of the Company valued at $5,093. The warrants were granted at $.12 per share and are exercisable for up to seven years from date of grant. The Company also gave Ven Core a lien behind Silicon Valley Bank and Global Crossing on all assets of the Company, to the extent of the loan balance outstanding until the loan is fully paid. Commitment and documentation fees of $5,500 were paid to Ven Core. These fees are being amortized over three years as an adjustment to interest expense. This loan was funded on October 11, 2006.

Note 4 –Stockholders’ Deficit

Preferred Stock

As of December 31, 2006, the Company has authorized 20,000,000 shares of preferred stock. The Company has designated 500,000 shares as 8% Convertible Series A.

On October 17, 2002 the Company issued 500,000 shares of 8% Convertible Series A Preferred Stock (Preferred Stock) to Stanford Venture Capital Holdings, Inc. for $500,000. Each share of the 8% Convertible Series A 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. After five years the Preferred Stock is automatically converted to common stock. The Preferred Stock does not have voting rights and has a liquidation preference of $1.00 per share. In conjunction with the issuance of the Preferred Stock, the Company paid $30,000 in cash and issued 64,516 shares of the Company’s common stock valued at $20,000 to unaffiliated third-parties as a finders’ fee.

Dividends on the Preferred Stock are cumulative at the rate of 8% per annum of the liquidation value, $1.00 per share, are payable in cash, when and if declared by the Board of Directors, and are preferential to any other junior securities, as defined. The Board has not declared any such dividends. Because of the cumulative nature of these dividends, if all dividends were to be declared the balance owing would be $168,500 as of December 31, 2006.

CBSi

In connection with the formation of CBSi, the Company also obtained the option, exercisable through September 7, 2006, to purchase ABP’s two shares of CBSi upon issuance to ABP of 1,246,028 shares of the Company’s restricted common stock. Pursuant to the terms of the option, the Company is also obligated to deliver to ABP that number of shares of the Company’s restricted common stock as are equal to 5% of the pretax income of CBSi for the fiscal years ending June 30, 2007, 2008 and 2009. Such common stock delivered to ABP will be valued at the average market trading value of the common stock for the previous 20 trading days prior to the end of each fiscal year. In September 2006, the Company sent a letter to ABP in which the Company exercised the option to purchase ABP’s two shares of CBSi. The exercise was ratified by the Company’s Board of Directors on September 5, 2006. CBSi became a wholly owned subsidiary of the Company in September 2006. See Note 1.

8

COGNIGEN NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
December 31, 2006

BayHill Group LLC (“BayHill”) Agreement

By mutual agreement in May 2006, BayHill and the Company agreed to terminate the agreement. In September 2006, BayHill and the Company agreed to issue to BayHill 169,792 restricted common shares of Cognigen in return for canceling any further financial obligations Cognigen had to BayHill under the original agreement and canceling outstanding warrants given to BayHill. These restricted common shares will have piggyback rights and a one time demand right to register if the Company is able to bring in $5,000,000 in equity or new funding. See Note 5.

Note 5 — Stock Options and Warrants

BayHill Agreement

On November 22, 2005, the Company and the BayHill entered into an agreement whereby BayHill agreed to provide services to assist the Company in developing business strategies and other corporate matters, including assisting the Company in its strategic planning activities, raising capital, finding companies for the Company to acquire, assisting the Company in its investor relations activities and serving in various interim management capacities as requested. The term of the agreement was for six months. Cognigen gave BayHill a notice of termination of this contract which ended May 21, 2006.

For providing services pursuant to the agreement, the Company paid BayHill $10,000 per month for six months commencing November 22, 2005. Of the $10,000, one half was accrued until the Company received cumulative equity funding in amounts greater than $1,000,000 or acquired another business or businesses which have at least $1,000,000 in cash.

The Company agreed to grant BayHill warrants to purchase 437,500 shares of common stock at an exercise price of $.23 per share. The warrants were to vest according to a schedule if the Company met certain parameters. The Company had agreed to grant BayHill certain piggyback and demand registration rights.

By mutual agreement in May 2006, BayHill and the Company agreed to terminate the agreement. In September 2006, BayHill and the Company agreed to issue to BayHill 169,792 restricted common shares of Cognigen in return for canceling any further financial obligations Cognigen had to BayHill under the original agreement and canceling outstanding warrants given to BayHill. These restricted common shares will have piggyback rights and a one time demand right to register if the Company is able to bring in $5,000,000 in equity or new funding.

Stock Option Plan

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.

9

COGNIGEN NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
December 31, 2006

In September 2006, the Company granted an officer of the Company who became the vice president of sales and marketing, options to purchase 210,000 shares of common stock of the Company. These options vest over three years, are exercisable at the then market value and expire in five years from the date of grant. This officer left the Company subsequent to December 31, 2006 with the stock options unexercised.

As of December 31, 2006, the number of stock options outstanding under the Plan was 414,000.

As of December 31, 2006, the number of stock options outstanding not under any plan was 645,000.

As of December 31, 2006, there were 625,000 warrants outstanding that were exercisable into shares of common stock of the Company.

Note 6 – Commitments and Contingencies

LowestCostMall

On April 19, 2005, the Company entered into a Services Agreement with Vcommerce Corporation pursuant to which Vcommerce agreed to provide the Company with the back office for an online retail store, which the Company began offering to customers in July 2005 through its sales agent force and subsidiary, LCM. Pursuant to the Services Agreement, Cognigen paid Vcommerce $55,000 and has accrued $25,000 on its balance sheet. In addition, the Company was 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 was transferred to LCM with a guarantee of such provisions in the agreement by the Company.

LCM did not perform in accordance with expectations, thus by written notification in July 2006, the Company terminated it’s agreement with Vcommerce, and has closed down LCM operations. According to the termination clause in the Services Agreement, the Company has accrued a $24,000 termination fee in its balance sheet.

Other Contingencies

The Company has granted a security interest to Global Crossing Bandwidth, Inc. (Global Crossing) in the assets of the Company to the extent the assets relate to services provided by Global Crossing and to the extent any amounts remain outstanding to Global Crossing. This security interest is second to an existing security interest by Silicon Valley Bank described in Note 3.

CBSi is in discussions with one of its vendors over the validity of an existing contract between the Vendor and CBSi. If valid, the contract would obligate CBSi to monthly payments of approximately $9,500 beginning with the month of September 2006 for the term of one year. The discussions surround the authority of the person signing the contract and other facts that in the opinion of management would suggest that there is no valid contract. CBSi has not accrued anything for this contract in its statement of operations for the six months ended December 31, 2006 because it does not consider the contract a valid contract.

10

COGNIGEN NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
December 31, 2006

Note 7 – Related Party Information

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

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

As consideration for the return of the 2,712,500 shares to the Company, among other consideration, the Company transferred to Cantara, an affiliate of Kevin E. Anderson, the rights to become the up-line for our current accounts and thereby be entitled to commissions, fees and bonuses on the Company’s current customer accounts, with a commission not to exceed 12%, which commissions were agreed to be capped by Cantara through December 31, 2002. The amount of commissions, fees and bonuses that Cantara is entitled to is totally contingent upon the generation of sales by it and its down line agents and payment for the products and services sold by our customers and vendors. The sales are generated either directly by Cantara and/or its down-line sub-agents. For the six months ended December 31, 2006 and 2005, the Company paid Cantara $215,997 and $265,760 in commissions, respectively. In addition, as a part of the transaction, the Company’s agreement with Kevin E. Anderson Consulting, Inc., pursuant to which the Company paid Kevin E. Anderson Consulting, Inc. consulting fees of $14,583 per month, was cancelled and Kevin E. Anderson was retained through March 31, 2003 at the rate of $1,000 per month to provide up to 20 hours telecommuting consulting services to the Company per month.

In March 2003 the Company entered into a separate consulting agreement with Kevin E. Anderson Consulting, Inc to provide expanded consulting and technical/administrative services. In November 2006 the Company hired Kevin E. Anderson to perform agent relations work also. For the six months ended December 31, 2006 and 2005, the Company paid Kevin E. Anderson Consulting, Inc. $42,000 and $27,000, respectively, pursuant to these consulting agreements. $15,000 of the $42,000 represents payment for agent relations services for all six months of the term for which the Company has asked Kevin E. Anderson to perform these services.

For the six months ended December 31, 2006 and 2005, the Company also paid members of Kevin E. Anderson’s family $25,133 and $29,555 in agent commissions, respectively.

On December 9, 2005, the Company entered into an agreement, as amended, with AFT and Cantara (the Cantara Purchase Agreement). Under the Cantara Purchase Agreement, the Company has paid the AFT a total of $150,000 as of December 31, 2006. Under the Stock Purchase Agreement, the Stock Redemption Agreement was to terminate if the Company pays AFT a total of $1,500,000 by March 15, 2011 pursuant to a schedule set forth in the Cantara Purchase Agreement, as amended. AFT continued to receive 100% of the amount due to the Cantara Agency until December 29, 2006, at which time the Company will began receiving 10% of commission due. Thereafter, the percentage that the AFT received was to reduce as the Company made additional payments. The Company had the right to prepay any unpaid amounts due at any time and stop all payments to the AFT under the Stock Redemption Agreeement. Given cash flow considerations, in January 2007 the Company decided to terminate payments under the Cantara Purchase Agreement. The Company owns 10% of the commission payment to the AFT, however, it no longer has a right to purchase the remaining 90% at this time. The $150,000 has been disclosed as a deposit on the balance sheet and will be amortized beginning in January 2007 to commission expense in accordance with the 10% ownership of the commission payments to Cantara.

11

COGNIGEN NETWORKS, INC.
Notes to Unaudited Consolidated Financial Statements
December 31, 2006

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

The Company previously had an agreement with Combined Telecommunications Consultancy, Ltd. (CTC), of which slightly less than 35% is owned by Peter Tilyou, pursuant to which CTC received a percentage of a transaction if CTC introduced a transaction to the Company and was paid a consulting fee of $150 per hour for providing consulting services to the Company. Although this agreement was not formally renewed, it is the Company’s intentions to pay CTC under the same structure for any services rendered to the Company. In conjuction with the term loan described in Note 5, the Company gave CTC $14,000 under terms of the agreement for assistance in the sales of the mention assets.

Payments to Former Chief Executive Officer

Thomas S. Smith resigned as the Company’s Chief Executive Officer in September 2005. After Mr. Smith resigned, the Company had an oral agreement with Thomas S. Smith pursuant to which the Company retained Mr. Smith or any law firm with which he became associated to provide certain legal services to the Company on a monthly retainer of $12,500 per month. The agreement was terminable upon 60 days by written notice by either party which notice was given by the Company to Mr. Smith on December 22, 2005. After this date, the Company continued to use law firms with which Mr. Smith was associated for legal services which amounted to $60,000 for the six months ended December 31, 2006.

Note 8 – Sale of Proprietary Telecommunications Accounts

On October 13, 2006, the Company agreed to sell and closed the sale of its interest in the majority of its telecommunications one plus accounts for which it records telecommunications revenue through sales of proprietary products and services. The sales price offered to the Company and agreed to by the Board of Directors was 1.5 multiplied by monthly revenue of the accounts from the third full monthly billing cycle. The buyer paid $200,000 down and will pay the remainder upon reaching regulatory approval, but retaining $25,000 until six months after regulatory approval to address potential tax and other miscellaneous liabilities. The sales price was determined reasonable by management based on other similar proposals received for the same assets and based on industry trends. The proceeds are being used as working capital for the Company and towards operational start up activities in its subsidiary CBSi Had these assets been sold as of July 1, 2006 revenues for the six months ended December 31, 2006 would have been lower by approximately $680,000. The loss from operations would have been approximately the same.

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

1.        Overview

     We are an Internet and relationship enabled marketer. The core products that we have sold have been long distance telephone and personal communications services. We have generated revenue in two ways. First, marketing commissions revenue has been generated from a number of vendors who are represented on our agent web sites and for whom we sell their telecommunications and other products and services via contractual agreements. Second, we have generated telecommunications revenue through sales of our proprietary products and services through our agent web sites. Our founder, Kevin E. Anderson, pioneered our Internet based long distance telecommunication marketing opportunity in the 1990‘s. We have invested millions of dollars in developing business systems for our independent agent network around the world. To date, over 860,000 customers have purchased telecommunication and personal technology services and products from our websites. Each of the individuals, who are currently registered as our agents, has a website that is replicated from the main www.ld.net site.

     In late July 2005, the Company formed LowestCostMall.com (“LCM”) an online shopping website that offered thousands of products, ranging from personal electronics, office products, and household items to toys, flowers and jewelry, at discounted prices. LCM was offered by the agents through the same methods they used to sell the Company’s telecommunications and personal technology services, with Vcommerce Corporation, an independent organization, serving as the back office and provisioning all of the orders and direct shipments from the manufacturer to the purchaser. However, because LowestCostMall.com did not perform in accordance with expectations, by written notification in July 2006, the Company terminated it’s agreement with Vcommerce and has closed down LCM operations.

     On July 7, 2006, the Company incorporated Cognigen Business Systems, Inc. (“CBSi”). Through CBSi the Company provides integrated broadband voice, data, video, and management communication and control support services to the quick service retail (“QSR”) industry through an integrated suite of services known as Retail Technologies CO-Op (“RTC”). CBSi offers its bundled suite of integrated RTC broadband services to the approximately 21,000 Subway franchised restaurants located in the United States and plans to aggressively pursue the over 1.5 million QSR industry establishments that, according to U.S. Bureau of the Census data, comprise immediate market opportunities for CBSi’s bundled RTC broadband services.

     We continue to make a strategic transition in our business profile and delivery of telecommunications products and services. We began our business as an agent, representing and selling the telecommunications services and products of outside vendors primarily to residential users, and then moved to selling multiple branded products and services whereby the customer and account are owned by us. We refer to these later products and services as our proprietary products and services. The most significant impact of this strategic transition is that by billing our owned customer accounts, we generate approximately five to seven times as much revenue compared to commission revenue we receive from vendors. Although we have agreed to sell the majority of our existing primarily residential oriented proprietary telecommunications accounts, it is our intentions that this will be more than replaced by our sales within CBSi of higher margined accounts such as broadband services for which we will record top line revenue.

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     Through the acquisition of multiple state licenses, billing capability, and new distribution channels, we can grow revenue, maintain closer contact to our customers, and control bottom line retention and contribution to a greater degree including that which we do in CBSi with our broadband services.

     We incurred $200,888 in losses from operations for the six months ended December 31, 2006. Approximately $270,000 of this related to startup expenses incurred in relation to our new subsidiary CBSi. To date, CBSi has billed approximately $23,000 in revenues on installations of its higher margined broadband services. These installations approximate 35 and equal approximately $7,000 in recurring monthly revenue.

     See additional discussion of liquidity and capital resources below.

Three Months Ended December 31, 2006 Compared to Three Months Ended December 31, 2005

Total revenue for the three months ended December 31, 2006 was $1,817,317 compared to $2,514,028 for 2005. Marketing commissions revenue was $1,502,111 for 2006 compared to $1,502,703 for the prior year. Telecommunications revenue was $315,206 for 2006 as compared to $981,477 for 2005.

Marketing commissions revenue for 2006 was consistent with 2005. This consistency reflects increases in sales of cellular products which approximated decreases in sales of long distance products.

Telecommunications revenue decreased $666,271 for 2006 compared to 2005, or 68%. This decrease represents the sale of most of the telecommunications one plus accounts in October 2006.

Marketing commissions expense increased slightly from $1,003,897 for 2005 to $1,111,060 for 2006, an increase of $107,163, or 11%. The increase is largely related to 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 to increase volume and sell certain products and services such as cellular products.

Telecommunications commissions expense decreased from $147,050 for 2005 to $35,964 for 2006, a decrease of $111,086, or 76%. This decrease is consistent with the decrease described above in telecommunications revenue.

Telecommunications expense, or carrier costs, decreased from $595,716 for 2005 to $188,361 for 2006, or a decrease of $407,361, or 68%. This decrease correlates to the decrease in telecommunications revenue described above.

Selling, general and administrative expenses decreased $253,091 or 30% for 2006 compared to 2005. This decrease is largely attributable to lower bad debt expense on the sales of our proprietary products and general expenses reductions in several other areas as we try and contain expenses offset by increases attributable to startup expenses for CBSi.

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The gain on sale of assets of $236,897 relates to the sale of the telecommunications one plus accounts or most of our proprietary products. The proceeds from the sale are estimated at $236,897, net of a $14,000 finders fee that was paid. The actual sale estimated to close in February 2007 upon regulatory approval although in accordance with the terms of the sale the economic benefit has already changed hands to the buyer.

Interest expense for 2006 was $31,795 compared to $11,390 for 2005. The increase relates to higher average debt levels than in the prior period.

Six Months Ended December 31, 2006 Compared to Six Months Ended December 31, 2005

Total revenue for the six months ended December 31, 2006 was $4,121,406 compared to $5,335,900 for 2005. Marketing commissions revenue was $3,005,520 for 2006 compared to $3,244,675 for the prior year. Telecommunications revenue was $1,115,886 for 2006 as compared to $2,055,094 for 2005.

Marketing commissions revenue for 2006 decreased by $239,155 from that of 2005, or 8%. This decrease reflects increases in sales of cellular products more than offset by decreases in sales of long distance products.

Telecommunications revenue decreased $939,208 for 2006 compared to 2005, or 46%. This decrease represents the sale of most of the telecommunications one plus accounts in October 2006.

Marketing commissions expense increased from $2,097,581 for 2005 to $2,191,447 for 2006, an increase of $93,866, or 4%. The increase is related to the commission expense increase in October 2005 when we began accruing payments to Cantara as marketing commissions expense. During the six months ended December 31, 2006, the Company expensed approximately $240,000 related to payments made to Cantara as marketing commissions. During the six months ended December 31, 2005, a portion of these payments were reflected as a reduction of the amounts owed to Cantara as a result of the Stock Redemption Agreement entered into in November 2001 (see Note 2 to the Consolidated Financial Statements). Accordingly, we reported a loss from operations for the six months ended December 31, 2005 of $24,323. If we had accounted for all payments to Cantara in this prior period in a manner similar to the current year, we would have reported a net loss for that period of approximately $144,000. This change in accounting did not effect our cash flows since we have been paying approximately $120,000 to $150,000 of marketing commissions each quarter to Cantara related to this obligation. See proforma information in Note 2 to the Consolidated Financial Statements.

Telecommunications commissions expense decreased from $302,890 for 2005 to $149,806 for 2006, a decrease of $153,084, or 50%. This decrease is consistent with the decrease described above in telecommunications revenue.

Telecommunications expense, or carrier costs, decreased from $1,285,620 for 2005 to $678,816 for 2006, or a decrease of $606,804, or 47%. This decrease correlates to the decrease in telecommunications revenue described above.

Selling, general and administrative expenses decreased $342,005 or 21% for 2006 compared to 2005. This decrease is largely attributable to lower bad debt expense on the sales of our proprietary products and general expense reductions in several other areas as we try and contain expenses offset by startup expenses for CBSi. Startup expenses classified as selling, general and administrative expenses for CBSi approximated $270,000 for the six months ended December 31, 2006.

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The gain on sale of assets of $236,897 relates to the sale of the telecommunications one plus accounts or most of our proprietary products. The proceeds from the sale are estimated at $236,897, net of a $14,000 finders fee that was paid. The actual sale estimated to close in February 2007 upon regulatory approval although in accordance with the terms of the sale the economic benefit has already changed hands to the buyer.

Interest expense for 2006 was $57,974 compared to $20,255 for 2005. The increase relates to higher average debt levels than in the prior period.

Liquidity and Capital Resources

     We have historically funded our operations primarily from sales of securities, loans and operations. As of December 31, 2006, we effectively had no cash and cash equivalents as everything had been applied to the receivables financing arrangement. Negative working capital was $830,492. Cash used in operations during the six months ended December 31, 2006 was $290,349. Cash provided by financing activities of $336,278 related to proceeds from a note payable and proceeds under our receivables financing arrangement.

     We have a balance outstanding under a receivables financing arrangement with Silicon Valley Bank as of December 31, 2006 of $555,675. This represents the amount of marketing commissions receivables that have been pledged 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 October 10, 2006, the Company entered into an agreement with Ven Core Solutions, LLC (“Ven Core”) to borrow $250,000 in a term loan to be repaid monthly as principal and interest at approximately 16.7% interest rate. The loan is fully amortizable over 36 months. As part of the agreement, the Company issued to Ven Core 75,000 warrants to purchase 75,000 shares of restricted common stock of the Company. The warrants were granted at $.12 per share and are exercisable for up to seven years from date of grant. The Company also gave Ven Core a lien behind Silicon Valley Bank and Global Crossing on all assets of the Company, to the extent of the loan balance outstanding until the loan is fully paid. Commitment and documentation fees of $5,500 were paid to Ven Core. This loan was funded on October 11, 2006.

     On October 13, 2006, the Company agreed to sell and sold its interest in the majority of its telecommunications one plus accounts for which it records telecommunications revenue through sales of proprietary products and services. The sales price offered to the Company and agreed to by the Board of Directors was 1.5 multiplied by monthly revenue of the accounts from the third full monthly billing cycle. The buyer paid $200,000 down and will pay the remainder upon reaching regulatory approval, but retaining $25,000 until six months after regulatory approval to address potential tax and other miscellaneous liabilities. The sales price was determined reasonable by management based on other similar proposals received for the same assets and based on industry trends. The proceeds are intended to be used as working capital for the Company and towards operational start up activities in its subsidiary CBSi.

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     Cash flows generated from operations and from our receivables financing arrangement were sufficient to meet our working capital requirements for the six months ended December 31, 2006, but may not be sufficient to meet our working capital requirements for the foreseeable future or provide for expansion opportunities. We incurred $200,888 in losses from operations largely attributable to startup expenses related to CBSi’s operations.

     As previously mentioned, we have acquired CBSi and we anticipate that this new business venture will generate profit from operations in 2008. In October 2006 we closed on a new financing that, as discussed in Note 3 to the consolidated financial statements, generated $250,000 for us. We are in negotiations to replace our current financing agreements related to debt financing in an opportunity that will reduce our cost of borrowing. In addition, we are in discussions with interested parties to bring in equity that will also help reduce our cost of borrowing and allow us to pursue opportunities with CSBi. On October 13, 2006, we closed on a transaction where, as discussed in Note 8 to the consolidated financial statements, we sold certain of our telecommunication accounts and received $200,000.

     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 or remain certified as a reseller in all jurisdictions in which we apply or are currently certified, 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.

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Item 3.      Controls and Procedures

(a)      Evaluation of disclosure controls and procedures.

     Under the supervision and with the participation of our management, including our Acting Chief Executive Officer and our Chief Financial Officer, we have 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) at the end of the period covered by this report. Based upon that evaluation, our Acting Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

     In preparing prior audits, 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.

     In addition, our Chief Financial Officer oversees our accounting and general internal control process. As we have a very limited staff, we can not 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.

     Our certifying officer does not believe that the potential control deficiencies constitute material weaknesses because of the number of compensating internal controls already in place. However, we are a small company and due to the fact that we have a limited number of employees, we are not able to have proper segregation of duties. Thus, we may be deemed to have material weaknesses in our internal control structure because of the lack of segregation of duties.

(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 affect these controls subsequent to the date of their evaluation.

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Part II – Other Information

Item 6.  Exhibits

EXHIBIT NO.            DESCRIPTION AND METHOD OF FILING

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 by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on November 4, 2002).

10.2 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).

10.3 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).

10.4 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).

10.5 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 on Form 10-KSB for the year ended June 30, 2002).

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EXHIBIT NO.            DESCRIPTION AND METHOD OF FILING

10.6 Consultancy Engagement Agreement dated September 9, 2002, by and between us and Combined Telecommunications Consultancy, Ltd and letter dated September 9, 2003 extending the Consulting Engagement Agreement (incorporated by reference to Exhibit 10.11 to our amended Annual Report Form 10-KSB/A for the year ended June 30, 2003.)

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

10.8 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).

10.9 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 fiscal year ended June 30, 2004).

10.10 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 fiscal year ended June 30, 2004).

10.11 Accounts Receivable Purchase Modification Agreement dated November 24, 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).

10.12 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 filed on March 1, 2005).

10.13 An Agreement Granting a First Right of Refusal to Purchase Enterprise Assets (incorporated by reference to our Current Report on Form 8-K filed on June 23, 2005).

10.14 Agreement dated November 22, 2005, between the BayHill Group LLC and us (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 25, 2005).

10.15 Agreement dated December 9, 2005, among us, the Andersen Family Trust No. 1 and Cantara Communications corporation (incorporated by reference to reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 15, 2005).

10.16 Email dated April 21, 2006, terminating the BayHill Group LLC Agreement dated November 22, 2005 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on May 15, 2006).

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EXHIBIT NO.            DESCRIPTION AND METHOD OF FILING

10.17 Amendment #1, dated March 14, 2006, to Agreement Dated December 9, 2005, among us, the Andersen Family Trust No. 1 and Cantara Communications Corporation (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 15, 2006).

10.18 Amendment #2, dated May 12,, 2006, to Agreement Dated December 9, 2005, among us, the Andersen Family Trust No. 1 and Cantara Communications Corporation (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on May 15, 2006).

10.19 Common Stock Purchase Agreement, dated July 7, 2006, among us, Anza Borrego Partners, Inc., and Cognigen Business Systems, Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 17, 2006).

10.20 Termination Agreement, dated September 8, 2006, between us and Custom Switching Technologies, Inc (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 11, 2006).

10.21 Settlement Agreement and Mutual Release, dated September 8, 2006, between us and Custom Switching Technologies, Inc (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on September 11, 2006).

10.22 Loan and Security Agreement Number 1601, between us and Ven Core Solutions, LLC, including Warrant Purchase Agreements dated October 10, 2006 (incorporated by reference to Exhibit 10.22 to our Form 10-KSB filed on October 13, 2006).

10.23 Asset Purchase Agreement dated October 13, 2006, between us and Acceris Management and Acquisition LLC, including Management Services Agreement (incorporated by reference to Exhibit 10.23 to our Form 10-KSB filed on October 13, 2006).

10.24 Amendment #3, dated October 13, 2006, to Agreement dated December 9, 2005 between us, the Anderson Family Trust No. 1 and Cantara Communications Corporation (incorporated by reference to Exhibit 10.24 to our Form 10-KSB filed on October 13, 2006).

31 Certification of Chief Executive and Chief Financial Officer required by Rule 13a-14(a).

32 Certification of Chief Executive and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

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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/ Gary L. Cook	Date: February 19, 2007
Gary L. Cook
Acting Chief Executive Officer and Chief Financial Officer

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EXHIBIT INDEX

EXHIBIT NO.            DESCRIPTION AND METHOD OF FILING

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 by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on November 4, 2002).

10.2 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).

10.3 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).

10.4 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).

10.5 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 on Form 10-KSB for the year ended June 30, 2002).

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EXHIBIT NO.            DESCRIPTION AND METHOD OF FILING

10.6 Consultancy Engagement Agreement dated September 9, 2002, by and between us and Combined Telecommunications Consultancy, Ltd and letter dated September 9, 2003 extending the Consulting Engagement Agreement (incorporated by reference to Exhibit 10.11 to our amended Annual Report Form 10-KSB/A for the year ended June 30, 2003.)

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

10.8 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).

10.9 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 fiscal year ended June 30, 2004).

10.10 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 fiscal year ended June 30, 2004).

10.11 Accounts Receivable Purchase Modification Agreement dated November 24, 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).

10.12 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 filed on March 1, 2005).

10.13 An Agreement Granting a First Right of Refusal to Purchase Enterprise Assets (incorporated by reference to our Current Report on Form 8-K filed on June 23, 2005).

10.14 Agreement dated November 22, 2005, between the BayHill Group LLC and us (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 25, 2005).

10.15 Agreement dated December 9, 2005, among us, the Andersen Family Trust No. 1 and Cantara Communications corporation (incorporated by reference to reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 15, 2005).

10.16 Email dated April 21, 2006, terminating the BayHill Group LLC Agreement dated November 22, 2005 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on May 15, 2006).

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EXHIBIT NO.            DESCRIPTION AND METHOD OF FILING

10.17 Amendment #1, dated March 14, 2006, to Agreement Dated December 9, 2005, among us, the Andersen Family Trust No. 1 and Cantara Communications Corporation (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 15, 2006).

10.18 Amendment #2, dated May 12,, 2006, to Agreement Dated December 9, 2005, among us, the Andersen Family Trust No. 1 and Cantara Communications Corporation (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on May 15, 2006).

10.19 Common Stock Purchase Agreement, dated July 7, 2006, among us, Anza Borrego Partners, Inc., and Cognigen Business Systems, Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 17, 2006).

10.20 Termination Agreement, dated September 8, 2006, between us and Custom Switching Technologies, Inc (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 11, 2006).

10.21 Settlement Agreement and Mutual Release, dated September 8, 2006, between us and Custom Switching Technologies, Inc (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on September 11, 2006).

10.22 Loan and Security Agreement Number 1601, between us and Ven Core Solutions, LLC, including Warrant Purchase Agreements dated October 10, 2006 (incorporated by reference to Exhibit 10.22 to our Form 10-KSB filed on October 13, 2006).

10.23 Asset Purchase Agreement dated October 13, 2006, between us and Acceris Management and Acquisition LLC, including Management Services Agreement (incorporated by reference to Exhibit 10.23 to our Form 10-KSB filed on October 13, 2006).

10.24 Amendment #3, dated October 13, 2006, to Agreement dated December 9, 2005 between us, the Anderson Family Trust No. 1 and Cantara Communications Corporation (incorporated by reference to Exhibit 10.24 to our Form 10-KSB filed on October 13, 2006).

31 Certification of Chief Executive and Chief Financial Officer required by Rule 13a-14(a).

32 Certification of Chief Executive and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

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