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 June 30, 1997
                               -------------
                                       OR

        TRANSITION REPORT PURSUANT TO SECTION 13 0R 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 of 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 each of the  issuer's  classes  of common
stock, as of August 1, 1997 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 - June 30, 1997 and March 31, 1997       
    (unaudited)                                                            1

Statement of Operations - For the Three Months Ended
    June 30, 1996 and 1997 and Cumulative
    Amounts from Inception of the Development Stage
    (July 26, 1990) through June 30, 1997 (unaudited)                      2

Statement of Stockholders' Equity - For the
    Three Months ended June 30, 1997 (unaudited)                           3

Statement of Cash Flows - For the Three  Months ended
    June 30, 1996 and 1997 and Cumulative
    Amounts from Inception of the Development Stage
    (July 26, 1990) through June 30, 1997 (unaudited)                      4

Notes to Unaudited Financial Statements                                    5

Management's Discussion and Analysis of Financial
    Condition and Results of Operations                                    6

PART II.  OTHER INFORMATION                                                6
--------  -----------------


<PAGE>


                                              COGENCO INTERNATIONAL, INC.
                                             (A Development Stage Company)
<TABLE>
<CAPTION>
                                                     BALANCE SHEET

                                           June 30, 1997 and March 31, 1997
                                                      (Unaudited)


                                                        ASSETS
                                                        ------

                                                                                   March 31,               June 30,
                                                                                     1997                    1997
                                                                                   ---------               --------
<S>                                                                               <C>                    <C>   
Current asset:
    Cash, interest bearing accounts                                                  125,699                124,426

Computer equipment, at cost, net of
    accumulated  depreciation of $637
    (March 31, 1997) and $925 (June 30,
    1997)                                                                              2,935                  2,647
                                                                                  ----------             ----------

                                                                                  $  128,634             $  127,073
                                                                                  ==========             ==========



                                         LIABILITIES AND STOCKHOLDERS' EQUITY
                                         ------------------------------------

Current liabilities:
    Accounts payable - related parties
        (Note 3)                                                                  $       --             $      646
    Accounts payable - other                                                              --                  2,298
                                                                                  ----------             ----------

        Total current liabilities                                                         --                  2,944

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
        $578,698 deficit accumulated
        during the development stage
        at June 30, 1997)                                                         (1,943,654)            (1,948,159)
                                                                                  ----------             ----------

           Total stockholders' equity                                                128,634                124,129
                                                                                  ----------             ----------

                                                                                  $  128,634             $  127,073
                                                                                  ==========             ==========

</TABLE>

                                                See accompanying notes.

                                                         1

<PAGE>


                                              COGENCO INTERNATIONAL, INC.
                                             (A Development Stage Company)
<TABLE>
<CAPTION>
                                                STATEMENT OF OPERATIONS

                                   For the Three Months Ended June 30, 1996 and 1997 and
                           Cumulative Amounts from Inception of the Development Stage (July 26, 1990)
                                                 Through June 30, 1997
                                                      (Unaudited)

                                                                                                                     Cumulative
                                                                         Three Months Ended June 30,                amounts from
                                                                          1996                 1997                  Inception
                                                                        --------             --------               ------------
<S>                                                                    <C>                  <C>                       <C>  
Revenues:
    Interest income                                                    $   1,331            $   1,092                 $  25,006

Costs and expenses:
    Legal fees - related party
        (Note 3)                                                           3,325                2,722                   143,982
    Consulting and travel
        expenses - related party                                              --                   --                   144,865
    Dry hole costs (recovery)                                                 --                   --                   123,086
    General and administrative                                             3,301                2,587                   190,846
    Depreciation                                                              --                  288                       925
                                                                       ---------            ---------                 ---------

           Total costs and expenses                                        6,626                5,597                   603,704
                                                                       ---------            ---------                 ---------

               Net loss (Note 2)                                       $  (5,295)           $  (4,505)                $(578,698)
                                                                       =========            =========                 =========


Net loss per common share                                              $       *            $       *                 $    (.50)
                                                                       =========            =========                 =========
Weighted average number of common
    shares outstanding                                                 1,788,756            1,788,756                 1,157,570
                                                                       =========            =========                 =========

</TABLE>


*   Less than $.01 per share


                                                See accompanying notes.

                                                         2

<PAGE>


                                                COGENCO INTERNATIONAL, INC.
                                               (A Development Stage Company)

<TABLE>
<CAPTION>
                                             STATEMENT OF STOCKHOLDERS' EQUITY

                                         For the Three Months Ended June 30, 1997
                                                        (Unaudited)

                                                Common Stock           Additional                            Total
                                            --------------------        paid-in        Accumulated       stockholders'
                                            Shares        Amount        capital          deficit            equity
                                            ------        ------       ----------      ------------      -------------
<S>                                        <C>           <C>           <C>             <C>                 <C>  
Balance at March 31, 1997                  1,788,756     $17,888       $2,054,400      $(1,943,654)        $128,634

Net loss for the three months
    ended June 30, 1997                           --          --               --           (4,505)          (4,505)
                                           ---------     -------       ----------      -----------         --------

Balance at June 30, 1997                   1,788,756     $17,888       $2,054,400      $(1,948,159)        $124,129
                                           =========     =======       ==========      ===========         ========
</TABLE>












                                                  See accompanying notes.

                                                           3

<PAGE>


                                                COGENCO INTERNATIONAL, INC.
                                               (A Development Stage Company)

<TABLE>
<CAPTION>
                                                  STATEMENT OF CASH FLOWS

                                  For the Three  Months Ended June 30, 1996 and 1997 and
                          Cumulative Amounts from Inception of the Development Stage (July 26, 1990)
                                                   Through June 30, 1997
                                                        (Unaudited)

                                                                                                                      Cumulative
                                                                               Three Months Ended June 30,           amounts from
                                                                                 1996               1997              Inception
                                                                               --------            -------           ------------
<S>                                                                          <C>                 <C>                  <C>
Cash flows from operating activities:
    Net loss                                                                 $   (5,295)         $  (4,505)           $(578,698)
    Consulting fees paid directly by
        common stock purchasers                                                      --                 --               50,000
    Depreciation expense                                                             --                288                  925
    Increase in accounts payable                                                  1,230              2,944                7,941
                                                                              ---------          ---------            ---------

        Net cash used in operations                                              (4,065)            (1,273)            (519,832)

Cash flows from investing activities:
    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                                                 (4,065)             (1,273)             124,396

Cash and cash equivalents at
    beginning of period                                                         141,105            125,699                   30
                                                                              ---------          ---------            ---------

Cash and cash equivalents at
    end of period                                                             $ 137,040          $ 124,426            $ 124,426
                                                                              =========          =========            =========
</TABLE>


                                                  See accompanying notes.

                                                           4

<PAGE>


                           COGENCO INTERNATIONAL, INC.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                                  June 30, 1997


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,  1997 and June 30,  1997,  and the  results  of
     operations and cash flows for the periods ended June 30, 1996 and 1997.

     Concentrations 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, 1997, the Company's cash deposits exceeded
     the FDIC insurance limit of $100,000, by $25,699 at the one institution and
     at June 30, 1997 by $24,426.

2.   Income taxes
     ------------

     No provision for income taxes is required at June 30, 1996 or 1997 because,
     in management's opinion, the effective tax rate for the years will be zero.

     As of March 31,  1997 and June 30,  1997,  total  deferred  tax  assets and
     valuation allowance are as follows:

                                                 March 31,          June 30,
                                                   1997               1997
                                                 ---------          --------
     Deferred tax assets resulting from
       loss carryforward                         $225,000          $226,000
     Valuation allowance                         (225,000)         (226,000)
                                                 --------          --------

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

3.   Related party transactions
     --------------------------

     For the period from  inception of the  development  stage to June 30, 1997,
     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 three months ended June 30, 1996 and 1997 and from inception of the
     development  stage, the Company incurred legal costs of $3,325,  $2,722 and
     $55,761, respectively, from a law firm in which a principal of the law firm
     is a relative of an officer and  director  of the  Company.  As of June 30,
     1997, $646 was owed to this related law firm.

                                        5

<PAGE>


                           COGENCO INTERNATIONAL, INC.


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

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

          At June 30,  1997,  the  Company  had  working  capital of $121,482 as
          compared  to  working  capital  of  $125,699  on March 31,  1997.  The
          decrease is  attributable  primarily to a net  operating  loss for the
          three month period of $4,505. This was caused principally by costs and
          expenses  consisting  of  legal  fees of  $2,722,  accounting  fees of
          $2,191,   miscellaneous  expenses  of  $684  with  minimal  offsetting
          interest and miscellaneous income of $1,092. No charges have been made
          for  management  of the Company for the three month  period ended June
          30, 1997 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.

                                     PART II

Item 6.   Exhibits and Reports on Form 8-K.
          --------------------------------
           A.  Exhibits

               None

           B.  Reports on Form 8-K

               During the three months ended June 30, 1997, the Company filed no
               reports on Form 8-K.



                                        6

<PAGE>


                           COGENCO INTERNATIONAL, INC.

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:     August 8, 1997                         /s/ David W. Brenman
                                                 ---------------------------
                                                 David W. Brenman, President


                                        7