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 September 30, 1996

                                 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 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 October 10, 1996 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 - September 30, 1996 and March 31, 1996 
  (unaudited)                                                             1  

Statement of Operations - For the Three Months Ended 
  September 30, 1995 and 1996 (unaudited)                                 2  

Statement of Operations - For the Six Months Ended 
  September 30, 1995 and 1996 and Cumulative 
  Amounts from Inception of the Development Stage 
  (July 26, 1990) through September 30, 1996 (unaudited)                  3  

Statement of Stockholders' Equity - For the 
  Six Months ended September 30, 1996 (unaudited)                         4  

Statement of Cash Flows - For the Six Months ended 
  September 30, 1995 and 1996 and Cumulative 
  Amounts from Inception of the Development Stage 
  (July 26, 1990) through September 30, 1996 (unaudited)                  5  

Notes to Unaudited Financial Statements                                   6  

Management's Discussion and Analysis of Financial 
  Condition and Results of Operations                                     7  

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

                                               
<PAGE>
                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET

                      September 30, 1996 and March 31, 1996
                                   (Unaudited)


                                     ASSETS
                                     ------

                                                     March 31,    September
                                                       1996       30, 1996 
                                                    ----------   ----------
Current asset:
  Cash, including interest bearing 
    accounts of $141,105 (March 31 1996) 
    and $134,407 (September 30, 1996)               $  141,105   $  134,442
                                                    ==========   ==========


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

Current liabilities:
  Accounts payable - related parties 
    (Note 3)                                        $      450   $      108
  Accounts payable - other                                   -           71
                                                    ----------   ----------
    Total current liabilities                              450          179

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 
    $568,564 deficit accumulated 
    during the development stage
    at September 30, 1996)                          (1,931,633)  (1,938,025)
                                                    ----------   ----------
      Total stockholders' equity                       140,655      134,263
                                                    ----------   ----------
                                                    $  141,105   $  134,442
                                                    ==========   ==========
                       See accompanying notes.

                                       1

<PAGE>
                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS

             For the Three Months Ended September 30, 1995 and 1996
                                   (Unaudited)

                                                    1995           1996    
                                                 ----------     ----------
Revenues:
  Interest income                                $   1,609       $   1,186

Costs and expenses:
  Legal fees - related party 
    (Note 3)                                         2,118           1,353
  General and administrative                         1,000             930
                                                 ---------       --------- 
      Total costs and expenses                       3,118           2,283
                                                 ---------       ---------
        Net loss (Note 2)                        $  (1,509)      $  (1,097)
                                                 =========       =========

Net loss per common 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 Six Months Ended September 30, 1995 and 1996 and
   Cumulative Amounts from Inception of the Development Stage (July 26, 1990)
                           Through September 30, 1996
                                   (Unaudited)


                                              Six Months Ended     
                                                September 30,      Cumulative
                                           ----------------------  amounts from
                                              1995        1996      Inception 
                                           ---------   ----------  ------------
Revenues:
  Interest income                          $   3,273   $   2,517      $  21,650

Costs and expenses:
  Legal fees - related party 
    (Note 3)                                   9,746       4,678        140,075
  Consulting and travel expenses - 
    related party                                  -           -        140,637
  Dry hole costs (recovery)                   (2,587)          -        123,086
  General and administrative                   4,226       4,231        186,416
                                           ---------   ---------      --------- 
      Total costs and expenses                11,385       8,909        590,214
                                           ---------   ---------      ---------
        Net loss (Note 2)                  $  (8,112)  $  (6,392)     $(568,564)
                                           =========   =========      =========

Net loss per common share                  $       *   $       *      $    (.53)
                                           =========   =========      =========
Weighted average number of common 
  shares outstanding                       1,788,756   1,788,756      1,081,257
                                           =========   =========      ========= 



* 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 Six Months Ended September 30, 1996
                                         (Unaudited)                           

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

<S>                           <C>         <C>         <C>       <C>           <C>               
Balance at March 31, 1996     1,788,756   $17,888   $2,054,400  $(1,931,633)   $  140,655

Net loss for the six months 
  ended September 30, 1996            -         -            -       (6,392)       (6,392)
                              ---------   -------   ----------  -----------    ----------
Balance at September 30, 1996 1,788,756   $17,888   $2,054,400  $(1,938,025)   $  134,263
                              =========   =======   ==========  ===========    ==========

                                    See accompanying notes.

                                            4

</TABLE>

<PAGE>
                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

            For the Six Months Ended September 30, 1995 and 1996 and
           Cumulative Amounts from Inception of the Development Stage
                   (July 26, 1990) Through September 30, 1996
                                   (Unaudited)


                                               Six Months Ended  
                                                September 30,        Cumulative
                                               -----------------    amounts from
                                                   1995    1996      Inception 
                                               ---------  --------  ------------

Cash flows from operating activities:
  Net loss                                      $ (8,112) $  (6,392)  $(568,564)
  Consulting fees paid directly by 
    common stock purchases                             -          -      50,000
  Increase (decrease)in accounts 
    payable                                      (12,592)      (271)      5,176
                                                --------  ---------   ---------
    Net cash used in operations                  (20,704)    (6,663)   (513,388)

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                  (20,704)    (6,663)    134,412

Cash and cash equivalents at 
  beginning of period                            179,060    141,105          30
                                                --------  ---------    --------
Cash and cash equivalents at 
  end of period                                 $158,356  $ 134,442    $134,442
                                                ========  =========    ========
                         See accompanying notes.

                                       5


<PAGE>
                           COGENCO INTERNATIONAL, INC.
  
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
  
                               September 30, 1996
  
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, 1996 and  September  30, 1996,  and the results of
     operations  and cash flows for the  periods  ended  September  30, 1995 and
     1996.
  
     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, 1996 and September 30, 1996, the Company's
     cash deposits  exceeded the FDIC insurance limit of $100,000 by $41,105 and
     $34,442, respectively.
  
2.   Income taxes
     ------------
  
     No provision  for income  taxes is required at  September  30, 1995 or 1996
     because, in management's opinion, the effective tax rate for the years will
     be zero.
  
     As of March 31, 1996 and September 30, 1996,  total deferred tax assets and
     valuation allowance are as follows:
  
                                                  March 31,   September 30,
                                                    1996         1996
                                                  ---------   -------------  
    Deferred tax assets resulting 
      from loss carryforward                      $221,000      $223,000
    Valuation allowance                           (221,000)     (223,000)
                                                  --------      --------
                                                  $      -      $      -
                                                  ========      ========
3.   Related party transactions
     --------------------------
  
     For the period from  inception of the  development  stage to September  30,
     1996, 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 six months ended  September 30, 1995 and 1996 and from inception of
     the development  stage, the Company incurred legal costs of $9,746,  $4,678
     and $51,854, 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
     September 30, 1996, $108 was owed to this related law firm.

                                       6

<PAGE>
                           COGENCO INTERNATIONAL, INC.
  
Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations
        ------------------------------------------------------------------------
  
     Material Changes in Financial Condition
     ---------------------------------------
  
     At  September  30,  1996,  the Company  had working  capital of $134,263 as
     compared to working  capital of $140,655 on March 31, 1996. The decrease is
     attributable  primarily to a net operating loss for the six month period of
     $6,392.  This was caused  principally  by costs and expenses  consisting of
     legal fees of $4,678, accounting fees of $3,225,  miscellaneous expenses of
     $1,006 with minimal offsetting interest and miscellaneous income of $2,517.
     No charges have been made for  management  of the Company for the six month
     period ended  September  30, 1996 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  September  30,  1996,  the Company  filed no
     reports on Form 8-K.

                                       7

<PAGE>
  
    
     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: November 4, 1996                    /s/ David W. Brenman 
                                           ------------------------------------
                                           David W. Brenman, President