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, 1997

                                       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                (IRS Employer Identification Number)
of incorporated or
organization)

             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)

Indicated  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  subjected 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 February 4, 1998 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, 1997 and December 31, 1997(unaudited)            1

Statement of Operations -  For the Three Months Ended December 31
1996 and 1997 (unaudited)                                                  2


Statement of Operations - For the Nine Months Ended
December 31, 1996 and 1997 and Cumulative Amounts from
Inception of the Development Stage (July 26, 1990) through
December 31, 1997 (unaudited)                                              3

Statement of Stockholders' Equity - For the Nine Months
Ended December 31, 1997 (unaudited)                                        4


Statement of Cash Flows - For the Nine Months Ended
December 31, 1996 and 1997 and Cumulative Amounts from
Inception of the Development Stage (July 26, 1990) through
December 31, 1997 (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>
<TABLE>
<CAPTION>
                                        COGENCO INTERNATIONAL, INC.
                                       (A Development Stage Company)

                                                BALANCE SHEET

                                   March 31, 1997 and December 31, 1997
                                                 (Unaudited)


                                                   ASSETS
                                                   ------
                                                                                       March 31,           December 31,
                                                                                         1997                 1997
                                                                                       ---------           ------------
<S>                                                                                   <C>                 <C>
Current asset:
   Cash, interest bearing accounts                                                    $  125,699          $   118,783

Computer equipment, at cost, net of accumulated
   depreciation of $637 (March 31) and $1,501
   (December 31)                                                                           2,935                2,071
                                                                                      ----------          -----------

                                                                                      $  128,634          $   120,854
                                                                                      ==========          ===========


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


Current liabilities:
   Accounts payable - related parties (Note 3)                                        $        -           $        -
   Accounts payable - other                                                                    -                    -
                                                                                      ----------           ----------

     Total current liabilities                                                                 -                    -

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 $581,973 deficit
     accumulated during the development stage at
     December 31)                                                                     (1,943,654)          (1,951,434)
                                                                                      ----------           ----------

     Total stockholders' equity                                                          128,634              120,854
                                                                                      ----------           ----------

                                                                                      $  128,634           $  120,854
                                                                                      ==========           ==========

</TABLE>

                                            See accompanying notes.
                                                      1

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

                                              STATEMENT OF OPERATIONS

                               For the Three Months Ended December 31, 1996 and 1997
                                                    (Unaudited)


                                                                                    Three Months Ended December 31,
                                                                                    -------------------------------
                                                                                       1996                 1997
                                                                                       ----                 ----
<S>                                                                                <C>                   <C>   
Revenues:
   Interest income                                                                 $   1,202             $   1,049

Costs and expenses:
   Legal fees - related party (Note 3)                                                   599                 1,617
   Consulting and travel expenses -
     related party                                                                     4,227                     -
   General and administrative                                                            916                   351
   Depreciation                                                                            -                   288
                                                                                   ---------             ---------
     Total costs and expenses                                                          5,742                 2,256
                                                                                   ---------             ---------

       Net loss (Note 2)                                                           $  (4,540)            $  (1,207)
                                                                                   =========             =========

Basic and diluted loss per share                                                           *                     *
                                                                                   =========             =========
Weighted average number of common
shares outstanding                                                                 1,788,756             1,788,756
                                                                                   =========             =========

*    Less than $.01 per share

</TABLE>


                                               See accompanying notes.
                                                          2

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

                                                STATEMENT OF OPERATIONS

                          For the Nine Months Ended December 31, 1996 and 1997 and Cumulative
                            Amounts from Inception of the Development Stage (July 26, 1990)
                                               Through December 31, 1997
                                                      (Unaudited)

                                                                                                          
                                                                    Nine Months Ended December 31,              Cumulative
                                                                    ------------------------------             amounts from
                                                                      1996                  1997                Inception
                                                                      ----                  ----               ------------
<S>                                                               <C>                   <C>                   <C> 
Revenues:
   Interest income                                                $   3,719             $   3,213             $   27,127

Costs and expenses:
   Legal fees - related party (Note 3)                                5,277                 5,831                147,091
   Consulting and travel expenses -
     related party                                                    4,227                     -                144,865
   Dry hole costs                                                         -                     -                123,086
   General and administrative                                         5,147                 4,298                192,557
   Depreciation                                                           -                   864                  1,501
                                                                  ---------             ---------              ---------
     Total costs and expenses                                        14,651                10,993                609,100
                                                                  ---------             ---------              --------- 
       Net loss (Note 2)                                          $ (10,932)            $  (7,780)             $(581,973)
                                                                  =========             =========              =========
Basic and diluted loss per share                                          *                     *              $   (0.48)
                                                                  =========             =========              =========
Weighted average number of common
shares outstanding                                                1,788,756             1,788,756              1,200,346
                                                                  =========             =========              =========

*    Less than $.01 per share

</TABLE>

                                               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, 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 nine months ended
     December 31, 1997                               -                 -                -             (7,780)          (7,780)
                                             ---------          --------      -----------        -----------        ---------
    
Balance, December 31, 1997                   1,788,756          $ 17,888      $ 2,054,400        $(1,951,434)       $ 120,854
                                             =========          ========      ===========        ===========        =========

</TABLE>










                                                   See accompanying notes.
                                                             4

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

                                       STATEMENT OF CASH FLOWS

                   For the Nine Months Ended December 31, 1996 and 1997 and Cumulative
                     Amounts from Inception of the Development Stage (July 26, 1990)
                                       Through December 31, 1997
                                              (Unaudited)

                                                                                          
                                                              Nine Months Ended December 31,             Cumulative
                                                              ------------------------------            amounts from  
                                                               1996                   1997               Inception
                                                               ----                   ----              ------------
<S>                                                          <C>                    <C>                  <C>
Cash flows from operating activities:
   Net loss                                                  $(10,932)              $ (7,780)            $(581,973)
   Consulting fees paid directly by
     common stock purchasers                                        -                      -                50,000
       Depreciation expense                                         -                    864                 1,501
       Increase in interest receivable                         (1,202)                     -                     -
       Increase in accounts payable                               362                      -                 4,997
                                                             --------               --------              --------
       Net cash used in operations                            (11,772)                (6,916)             (525,475)

Cash flows from investing activities:
   Purchase of computer equipment                              (3,572)                     -                (3,572)
                                                             --------               --------              --------
       Net cash used in investing                              (3,572)                     -                (3,572)
          activities

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

Net increase (decrease) in cash                               (15,344)                (6,916)              118,753
                                                             --------               --------              --------
Cash and cash equivalents at
   beginning of period                                        141,105                125,699                    30
                                                             --------               --------              --------
Cash and cash equivalents at
   end of period                                             $125,761               $118,783              $118,783
                                                             ========               ========              ========
</TABLE>


                                          See accompanying notes.
                                                    5

<PAGE>
                           COGENCO INTERNATIONAL, INC.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


                                December 31, 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  December  31,  1997,  and the results of
     operations and cash flows for the periods ended December 31, 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 December 31, 1997 by $18,783.

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

     No  provision  for income  taxes is required  at December  31, 1996 or 1997
     because, in management's opinion, the effective tax rate for the years will
     be zero.

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

                                                 March 31,             December
                                                   1997                31, 1997
                                                ----------            ---------
 
      Deferred tax assets resulting from        $225,000              $228,000
        loss carryforward
      Valuation allowance                       (225,000)             (228,000)
                                                --------              -------- 
                                                $      -              $      -
                                                ========              ========
                
3.   Related party transactions
     --------------------------

     For the period from  inception  of the  development  stage to December  31,
     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 nine months ended  December 31, 1996 and 1997 and from inception of
     the development  stage, the Company incurred legal costs of $5,277,  $5,831
     and $58,870, 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.


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

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

     At December  31,  1997,  the  Company  had  working  capital of $118,783 as
     compared to working  capital of $125,699 on March 31, 1997. The decrease is
     attributable primarily to a net operating loss for the nine month period of
     $7,780.  This was caused  principally  by costs and expenses  consisting of
     legal fees of $5,831, accounting fees of $3,197,  miscellaneous expenses of
     $1,965 with minimal offsetting interest and miscellaneous income of $3,213.
     No charges have been made for  management of the Company for the nine month
     period ended December 31, 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

               Exhibit 27.1 - Financial Data Schedule

          B.   Reports on Form 8-K

          During the three months ended December 31, 1997, the Company filed no
          reports on Form 8-K.




                                       7
<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.


                                               /s/ David W. Brenman
Date:  February 9, 1997                        ---------------------------------
                                               David W. Brenman, President



                                       8