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


                                   FORM 10-QSB




 X          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
----        SECURITIES EXCHANGE ACT OF 1934
            

For the quarterly period ended December 31, 1998

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
----        THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____________ to______________

Commission file number:   2 - 87052 - D
                          -------------

                           Cogenco International, Inc.
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Colorado                                             84-0914754
-------------------------------                      ---------------------------
(State or other jurisdiction of                     (IRS Employer Identification
 incorporation or organization)                                Number)

             Suite 1001, 1775 Sherman Street, Denver, Colorado 80203
             -------------------------------------------------------
              (Address of principal executive offices and Zip Code)

                                 (303) 894-0234
                          -----------------------------
                         (Registrant's telephone number)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days: Yes  X   No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of the issuer's classes of common stock, as of
January 21, 1999 is 1,788,756 shares, $.01 par value.

<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)


                                      INDEX


                                                                       Page No.


PART I. FINANCIAL INFORMATION


Balance Sheet - March 31, 1998 and December 31, 1998 (unaudited)            1

Statement of Operations - For the Three Months Ended December 31,
1997 and 1998 (unaudited)                                                   2

Statement of Operations - For the Nine Months Ended December 31,
1997 and 1998 and Cumulative Amounts from Inception of the
Development Stage (July 26, 1990) through December 31, 1998 (unaudited)     3

Statement of Stockholders' Equity - For the Nine Months Ended
December 31, 1998 (unaudited)                                               4

Statement of Cash Flows - For the Nine Months Ended  December 31,
1997 and 1998 and Cumulative Amounts from Inception of the
Development Stage (July 26, 1990) through December 31, 1998 (unaudited)     5

Notes to Unaudited Financial Statements                                     6

Management's Discussion and Analysis of Financial Condition and
Results of Operations                                                       8


PART II.  OTHER INFORMATION                                                 8


<PAGE>
<TABLE>
<CAPTION>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                      March 31, 1998 and December 31, 1998
                                   (Unaudited)

                                     ASSETS
                                     ------

                                                           March 31,     December 31,
                                                             1998            1998
                                                             ----            ----                  
<S>                                                       <C>            <C>        
Current assets:
   Cash and cash equivalents                              $   117,617    $    95,508

Computer equipment, at cost, net of accumulated
   depreciation of $1,789 (March 31) and $2,374
   (December 31)                                                1,783          1,198
                                                          -----------    -----------

                                                          $   119,400    $    96,706
                                                          ===========    ===========


                              STOCKHOLDERS' EQUITY
                              --------------------

Stockholders' equity:
   Preferred stock, $.01 par value; 10,000,000 shares
    authorized, no shares issued and outstanding                 --             --

   Common stock, $.01 par value; 50,000,000 shares
    authorized, 1,788,756 shares issued and outstanding        17,888         17,888

   Additional paid-in capital                               2,054,400      2,054,400

   Accumulated deficit (including $606,121 deficit
    accumulated during the development stage at
    December 31, 1998)                                     (1,952,888)    (1,975,582)
                                                          -----------    -----------

    Total stockholders' equity                                119,400         96,706
                                                          -----------    -----------

                                                          $   119,400    $    96,706
                                                          ===========    ===========


                            See accompanying notes.

                                       1
</TABLE>

<PAGE>
                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                            STATEMENT OF OPERATIONS
             For the Three Months Ended December 31, 1997 and 1998
                                   (Unaudited)



                                                             1997        1998
                                                             ----        ----
Revenues:
   Interest income                                        $  1,049     $  1,270

Costs and expenses:
   Legal fees - related party (Note 3)                       1,617        1,680
   General and administrative                                  351          783
   Depreciation                                                288          195
                                                          --------     --------

    Total costs and expenses                                 2,256        2,658
                                                          --------     --------

      Net loss (Note 2)                                   $ (1,207)    $ (1,388)
                                                          ========     ========

Basic and diluted loss per share                          $      *     $      *
                                                          ========     ========

Weighted average number of common
shares outstanding                                       1,788,756    1,788,756
                                                         ==========   =========

*   Less than $.01 per share

                            See accompanying notes.

                                       2
<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                            STATEMENT OF OPERATIONS
For the Nine Months Ended December 31, 1997 and 1998 and Cumulative amounts from
  Inception of the Development Stage (July 26, 1990) Through December 31, 1998
                                   (Unaudited)

                                               Nine Months           Cumulative
                                            Ended December 31,      amounts from
                                           1997           1998        Inception
                                           ----           ----        ---------
Revenues:
   Interest income                       $ 3,213       $  3,735       $ 31,879

Costs and expenses:
   Legal fees - related party (Note 3)     5,831         11,637        160,094
   Consulting and travel expenses -
    related party (Note 3)                     -          7,515        152,380
   Dry hole costs                              -              -        123,086
   General and administrative              4,298          6,692        200,066
   Depreciation                              864            585          2,374
                                         -------       --------      ---------

    Total costs and expenses              10,993         26,429        638,000
                                         -------       --------      ---------

      Net loss (Note 2)                  $(7,780)      $(22,694)     $(606,121)
                                         =======       ========      =========

Basic and diluted loss per share         $     *       $      *      $   (0.48)
                                         =======       ========      =========

Weighted average number of common
shares outstanding                     1,788,756      1,788,756      1,270,077
                                       =========      =========      =========


*   Less than $.01 per share

                            See accompanying notes.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                                        COGENCO INTERNATIONAL, INC.
                                       (A Development Stage Company)
                                     STATEMENT OF STOCKHOLDERS' EQUITY
                                For the Nine Months Ended December 31, 1998
                                               (Unaudited)

                                              Common stock            Additional                     Total
                                        --------------------------     paid-in     Accumulated   stockholders'
                                            Shares       Amount        capital       deficit        equity
                                            ------       ------        -------       -------        ------

<S>                                     <C>              <C>          <C>          <C>           <C>
Balance at March 31, 1998                 1,788,756   $    17,888   $ 2,054,400   $(1,952,888)   $   119,400

   Net loss for the nine months ended
    December 31, 1998                          --            --            --         (22,694)       (22,694)
                                        -----------   -----------   -----------   -----------    -----------

Balance, December 31, 1998                1,788,756   $    17,888   $ 2,054,400   $(1,975,582)   $    96,706
                                        ===========   ===========   ===========   ===========    ===========


                                         See accompanying notes.

                                                    4
</TABLE>

<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                            STATEMENT OF CASH FLOWS
For the Nine Months Ended December 31, 1997 and 1998 and Cumulative Amounts from
  Inception of the Development Stage (July 26, 1990) Through December 31, 1998
                                  (Unaudited)

                                                  Nine Months        Cumulative
                                               Ended December 31,   amounts from
                                               1997         1998      Inception
                                               ----         ----      ---------
Cash flows from operating activities:
   Net loss                                 $  (7,780)   $ (22,694)   $(606,121)
   Adjustment to reconcile net loss to
    net cash used in operating activities
      Depreciation expense                        864          585        2,374
      Consulting fees paid directly by
       common stock purchasers                   --           --         50,000
      Increase in accounts payable               --           --          4,997
                                            ---------    ---------    ---------

      Net cash used in operations              (6,916)     (22,109)    (548,750)

Cash flows from investing activities:
   Purchase of certificate of deposit            --           --           --
   Purchase of computer equipment                --           --         (3,572)
                                            ---------    ---------    ---------

      Net cash used in investing
       activities                                --           --         (3,572)

Cash flows from financing activities:
   Proceeds from sale of common
    stock                                        --           --        647,800
   Short-term borrowings                         --           --        100,000
   Repayments of short-term
    borrowings                                   --           --       (100,000)
                                            ---------    ---------    ---------

    Net cash provided by financing
      activities                                 --           --        647,800
                                            ---------    ---------    ---------

Net increase (decrease) in cash                (6,916)     (22,109)      95,478

Cash and cash equivalents at
   beginning of period                        125,699      117,617           30
                                            ---------    ---------    ---------
Cash and cash equivalents at
   end of period                            $ 118,783    $  95,508    $  95,508
                                            =========    =========    =========


                            See accompanying notes.

                                       5
<PAGE>

                          COGENCO INTERNATIONAL, INC.
                         (A Development Stage Company)
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               December 31, 1998



1.   Basis of presentation

     The  accompanying  financial  statements have been prepared by the Company,
     without audit.  In the opinion of management,  the  accompanying  unaudited
     financial  statements  contain all  adjustments  (consisting of only normal
     recurring  accruals)  necessary  for a fair  presentation  of the financial
     position as of March 31, 1998 and  December  31,  1998,  and the results of
     operations and cash flows for the periods ended December 31, 1997 and 1998.

     Concentration of credit risk:

     Financial   instruments   which   potentially   subject   the   Company  to
     concentrations  of credit risk  consist  principally  of cash.  The Company
     places its cash with high quality  financial  institutions,  which deposits
     are insured up to $100,000 per institution by the Federal Deposit Insurance
     Corporation (FDIC). At March 31, 1998, the Company's cash deposits exceeded
     the FDIC insurance limit of $100,000 by $17,617 at one institution.

2.   Income taxes

     No  provision  for income  taxes is required at March 31, 1998 and December
     31,1998 because,  in management's  opinion,  the effective tax rate for the
     years will be zero.

     As of March 31, 1998 and December 31, 1998,  total  deferred tax assets and
     valuation allowance are as follows:


                                                      March 31,     December 31,
                                                        1998            1998
                                                        ----            ----
      Deferred tax assets resulting
           from loss carryforward                     $ 228,000      $ 237,000
      Valuation allowance                              (228,000)      (237,000)
                                                      ---------      ---------

                                                      $       -      $       -
                                                      =========      =========


3.   Related party transactions

     For the period of inception of the development  stage to December 31, 1998,
     the Company  incurred  legal  costs of  $88,221,  from a law firm which was
     formerly a principal stockholder.  A former principal of that law firm is a
     relative of an officer and director of the Company.

     For the nine months ended  December 31, 1997,  and 1998, and from inception
     of the  development  stage,  the  Company  incurred  legal costs of $5,831,
     $11,637 and $71,873, respectively,  from a law firm in which a principal of
     the law firm is a relative of an officer and director of the Company.

                                     6

<PAGE>

                          COGENCO INTERNATIONAL, INC.
                         (A Development Stage Company)
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               December 31, 1998


3.   Related party transactions (continued)

     During the nine months  ended  December 31,  1998,  the Company  reimbursed
     travel expenses of $7,515 to the Company's president.


                                      7


<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

     Material Changes in Financial Condition
     ---------------------------------------

     At  December  31,  1998,  the  Company  had  working  capital of $95,508 as
     compared to working  capital of $117,617 on March 31, 1998. The decrease is
     attributable primarily to a net operating loss for the nine month period of
     $22,694.  This was caused  principally by costs and expenses  consisting of
     legal fees of  $11,637,  accounting  fees of  $4,985,  travel  expenses  of
     $7,515,  miscellaneous  expenses of $1,707 with minimal offsetting interest
     and  miscellaneous  income  of  $3,735.  No  charges  have  been  made  for
     management of the Company for the nine month period ended December 31, 1998
     since the officers of the Company waived any management fees payable by the
     Company. No charge has been made for rent, since the cost would be minimal.
     The  Company  expects  to  continue  incurring  expenses  for  seeking  and
     evaluating  business  prospects  until it  acquires  or  participates  in a
     business  opportunity.  Since the Company  became  inoperative in 1988, its
     management  has  been  seeking  an  appropriate  acquisition  candidate  to
     acquire.

     Material Changes in Results of Operations
     -----------------------------------------

     The Company is not operating in any business at this time but is continuing
     to seek  out  business  opportunities  and,  if  appropriate  financing  is
     obtained,  will operate in the oil and gas business. It is anticipated that
     the Company will continue to incur losses in the near future.

     Management has considered the impact of the year 2000 on its operations and
     believes  that  some of its  software  and  hardware  many not be year 2000
     compliant.  The Company  intends to upgrade its hardware and  software,  as
     necessary to achieve year 2000 compliance.  Management does not believe the
     costs to upgrade the  Company's  hardware and software will have a material
     effect on the results of operations.

                                    PART II

Item 6.  Exhibits and Reports on Form 8-K

     A.  Exhibits

         Exhibit 27 - Financial Data Schedule

     B.  Reports on Form 8-K

         During the quarter ended December 31, 1998, the Registrant has filed no
         reports on Form 8-K.

                                     8

<PAGE>

                                  SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                   Date: January 29, 1999
                                                      /s/ David W. Brenman
                                                   ---------------------------
                                                   David W. Brenman, President



                                   9