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, 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
November 2, 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, 1998 and September 30, 1998 (unaudited)          1

Statement of Operations - For the Three Months Ended September 30,
1997 and 1998 (unaudited)                                                  2

Statement of  Operations - For the Six Months Ended  September 30, 1997 
and 1998 and Cumulative  Amounts from Inception of the Development Stage
(July 26, 1990) through September 30, 1998 (unaudited)                     3

Statement of Stockholders' Equity - For the Six Months Ended
September 30, 1998 (unaudited)                                             4

Statement of Cash Flows - For the Six Months Ended  September  30, 1997
and 1998 and Cumulative  Amounts from Inception of the Development Stage
(July 26, 1990) through September 30, 1998 (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                                              7
--------    -----------------




<PAGE>

                          COGENCO INTERNATIONAL, INC.
                         (A Development Stage Company)

                                 BALANCE SHEET

                     March 31, 1998 and September 30, 1998
                                  (Unaudited)

                                     ASSETS
                                     ------

                                                      March 31,    September 30,
                                                        1998          1998
                                                     ----------    -------------
Current assets:
   Cash and cash equivalents                         $  117,617     $    96,701


Computer equipment, at cost, net of accumulated
   depreciation of $1,789 (March 31) and $2,179
   (September 30)                                          1,783          1,393
                                                     -----------    -----------

                                                     $   119,400    $    98,094
                                                     ===========    ===========


                              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 $604,733 deficit
    accumulated during the development stage at
    September 30, 1998)                               (1,952,888)    (1,974,194)
                                                     -----------    -----------

    Total stockholders' equity                           119,400         98,094
                                                     -----------    -----------

                                                     $   119,400    $    98,094
                                                     ===========    ===========

                             See accompanying notes.
                                        1
<PAGE>


                          COGENCO INTERNATIONAL, INC.
                         (A Development Stage Company)

                             STATEMENT OF OPERATIONS

             For the Three Months Ended September 30, 1997 and 1998
                                  (Unaudited)


                                                            1997        1998
                                                            ----        ----

Revenues:                                    
   Interest income                                     $   1,072      $   1,328

Costs and expenses:
   Legal fees - related party (Note 3)                     1,493          4,197
   General and administrative                              1,359          2,773
   Depreciation                                              288            195
                                                       ---------      ---------

    Total costs and expenses                               3,140          7,165
                                                       ---------      ---------

      Net loss (Note 2)                                $  (2,068)     $  (5,837)
                                                       =========      =========

Basic and diluted loss per share                       $       *      $   (0.01)
                                                       =========      =========

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, 1997 and 1998 and Cumulative Amounts
             from Inception of the Development Stage (July 26, 1990)
                           through September 30, 1998
                                   (Unaudited)

                                                                    Cumulative
                                     Six Months Ended September 30, amounts from
                                         1997           1998         Inception
                                         ----           ----         ---------
Revenues:
   Interest income                      $  2,164      $   2,465       $  30,609

Costs and expenses:
   Legal fees - related party (Note 3)     4,214          9,957         158,414
   Consulting and travel expenses -
    related party (Note 3)                     -          7,515         152,380
   Dry hole costs                              -              -         123,086
   General and administrative              3,947          5,909         199,283
   Depreciation                              576            390           2,179
                                        --------      ---------       ---------

    Total costs and expenses               8,737         23,771         635,342
                                        --------      ---------       ---------

      Net loss (Note 2)                 $ (6,573)     $ (21,306)      $(604,733)
                                        ========      =========       =========

Basic and diluted loss per share        $      *      $   (0.01)      $   (0.48)
                                        ========      =========       =========

Weighted average number of common
shares outstanding                     1,788,756      1,788,756       1,254,107
                                       =========      =========       =========

*   Less than $.01 per share

                             See accompanying notes.
                                        3

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

                        STATEMENT OF STOCKHOLDERS' EQUITY

                   For the Six Months Ended September 30, 1998
                                   (Unaudited)
<CAPTION>

                                                                   Additional                     Total        
                                                Common stock         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 six months ended
    September 30, 1998                              -           -            -        (21,306)     (21,306)
                                             ---------    --------  -----------  -------------    ---------

Balance, September 30, 1998                  1,788,756    $ 17,888  $ 2,054,400  $ (1,974,194)    $ 98,094
                                             ==========   ========= ============ =============    ========
</TABLE>

                                                See accompanying notes.
                                                         Page 4

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

                             STATEMENT OF CASH FLOWS

   For the Six Months Ended September 30, 1997 and 1998 and Cumulative Amounts
            from Inception of the Development Stage (July 26, 1990)
                           Through September 30, 1998
                                   (Unaudited)

                                                                     Cumulative
                                     Six Months Ended September 30, amounts from
                                         1997           1998         Inception
                                         ----           ----         ---------

Cash flows from operating activities:
   Net loss                             $ (6,573)      $(21,306)      $(604,733)
   Adjustment to reconcile net loss to net
    cash used in operating activities
      Depreciation expense                   576            390           2,179
      Consulting fees paid directly by
       common stock purchasers                 -              -          50,000
      Increase in accounts payable           334              -           4,997
                                        --------       --------        --------

      Net cash used in operations         (5,663)       (20,916)       (547,557)

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           (5,663)       (20,916)         96,671

Cash and cash equivalents at
   beginning of period                   125,699        117,617              30
                                        ---------      ---------       --------

Cash and cash equivalents at
   end of period                        $120,036       $ 96,701        $ 96,701
                                        =========      =========       ========

                             See accompanying notes.
                                        5
<PAGE>


                          COGENCO INTERNATIONAL, INC.
                        (A Development Stage Company)

                    NOTES TO UNAUDITED FINANCIAL STATEMENTS

                              September 30, 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  September  30, 1998,  and the results of
     operations  and cash flows for the  periods  ended  September  30, 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  September
     30,1998 because,  in management's  opinion,  the effective tax rate for the
     years will be zero.

     As of March 31, 1998 and September 30, 1998,  total deferred tax assets and
     valuation allowance are as follows:

                                               March 31, September 30
                                                 1998         1998
                                                 ----         ----

              Deferred tax asset resulting
                from loss carryforward        $ 228,000    $ 236,000
              Valuation allowance              (228,000)    (236,000)
                                              ---------    ---------

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

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

     For the period of inception of the development stage to September 30, 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 six months ended  September 30, 1997,  and 1998, and from inception
     of the  development  stage,  the  Company  incurred  legal costs of $4,214,
     $9,957 and $70,193,  respectively,  from a law firm in which a principal of
     the law firm is a relative of an officer and director of the Company.

     During the six months  ended  September  30, 1998,  the Company  reimbursed
     travel expenses of $7,515 to the Company's president.

                                       6
<PAGE>



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

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

     At  September  30,  1998,  the Company  had  working  capital of $96,701 as
     compared to working  capital of $117,617 on March 31, 1998. The decrease is
     attributable  primarily to a net operating loss for the six month period of
     $21,306.  This was caused  principally by costs and expenses  consisting of
     legal fees of $9,957, accounting fees of $4,385, travel expenses of $7,515,
     miscellaneous  expenses  of $1,524 with  minimal  offsetting  interest  and
     miscellaneous income of $2,465. No charges have been made for management of
     the Company for the six month  period  ended  September  30, 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.

                                     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  September  30, 1998,  the  Registrant  has
            filed no reports on Form 8-K.

                                       7

<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: November 13, 1998                             /s/ David W. Brenman
                                                    ----------------------------
                                                    David W. Brenman,  President

                                       8