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, 1996

                                       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 February 12, 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 - March 31, 1996 and December 31, 1996             
    (unaudited)                                                           1

Statement of Operations - For the Three Months Ended
    December 31, 1995 and 1996 (unaudited)                                2

Statement of Operations - For the Nine Months Ended
    December 31, 1995 and 1996 and Cumulative Amounts
    From the Inception of the Development Stage (July
    26, 1990) through December 31, 1996 (unaudited)                       3

Statement of Stockholders' Equity - For the Nine Months
    ended December 31, 1996 (unaudited)                                   4

Statement of Cash  Flows - For the  Nine  Months  ended
    December  31,  1995 and December 31, 1996 and
    Cumulative  Amounts from Inception of the  Development
    Stage(July 26, 1990) through December 31, 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

                      March 31, 1996 and December 31, 1996
                                   (Unaudited)

<TABLE>
<CAPTION>

                                     ASSETS

                                                              March 31,            December
                                                                1996               31, 1996
                                                             ----------           ---------
<S>                                                          <C>                  <C>    
Current assets:
    Cash, including interest bearing
        accounts of $141,105 (March 31, 1996)
        and $125,761 (December 31, 1996)                     $  141,105           $  125,761
    Interest receivable                                               -                1,202
                                                             ----------           ----------

        Total current assets                                    141,105              126,963

Computer equipment                                                    -                3,572
                                                             ----------           ----------

                                                             $  141,105           $  130,535
                                                             ==========           ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable - related parties                   
        (Note 3)                                             $      450           $       25
    Accounts payable - other                                          -                  787
                                                             ----------           ----------

        Total current liabilities                                   450                  812

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
        $573,104 deficit accumulated
        during the development stage
        at December 31, 1996)                               (1,931,633)          (1,942,565)
                                                            ----------           ----------

           Total stockholders' equity                           140,655              129,723
                                                             ----------           ----------

                                                             $  141,105           $  130,535
                                                             ==========           ==========


                             See accompanying notes.

                                       1

</TABLE>
                                                         

<PAGE>


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)




                             STATEMENT OF OPERATIONS

       For the Three Months Ended December 31, 1995 and December 31, 1996
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                            Three Months Ended
                                                                December 31,
                                                          1995               1996
                                                        --------           ------
<S>                                                    <C>                 <C>    
Revenues:
    Interest Income                                    $   1,505          $   1,202

Costs and Expenses:
    Legal fees - related party
        (Note 3)                                           1,291                599
    Consulting and travel expenses -
        related party                                     10,000              4,227
    General and administrative                               577                916
                                                       ---------          ---------

           Total costs and expenses                       11,868              5,742
                                                       ---------          ---------

               Net income (loss) (Note 2)              $ (10,363)         $  (4,540)
                                                       =========          =========

Net income (loss) per common share                     $    (.01)                 *
                                                       =========          =========

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




*  Less than $.01 per share


                             See accompanying notes.

                                        2
</TABLE>

<PAGE>

                                              COGENCO INTERNATIONAL, INC.
                                             (A Development Stage Company)

<TABLE>
<CAPTION>
                                                STATEMENT OF OPERATIONS

                        For the Nine Months Ended December 31, 1995 and December 31, 1996 and
                              Cumulative Amounts from Inception of the Development Stage
                                       (July 26, 1990) Through December 31, 1996
                                                      (Unaudited)

                                                                  Nine Months Ended             Cumulative
                                                                      December 31,              amounts from
                                                              1995                1996            inception
                                                            --------            --------          ---------
<S>                                                        <C>                  <C>               <C>    
Revenues:
    Interest Income                                        $   4,778           $   3,719          $  22,852

Costs and Expenses:
    Legal fees - related party
        (Note 3)                                              11,037               5,277            140,674
    Consulting and travel expenses -
        related party                                         10,000               4,227            144,864
    Dry hole costs (recovery)                                (2,587)                   -            123,086
    General and administrative                                 4,803               5,147            187,332
                                                           ---------           ---------          ---------

           Total costs and expenses                           23,253              14,651            595,956
                                                           ---------           ---------          ---------

               Net income (loss) (Note 2)                  $ (18,475)          $ (10,932)         $(573,104)
                                                           =========           =========          =========

Net income (loss) per common share                         $    (.01)          $    (.01)         $    (.52)
                                                           =========            =========         =========

Weighted average number of common
    shares outstanding                                     1,788,756           1,788,756          1,108,955
                                                           =========           =========          =========




*  Less than $.01 per share


                                                See accompanying notes.

                                                         3
</TABLE>

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

                                             STATEMENT OF STOCKHOLDERS' EQUITY

                                        For the Nine Months Ended December 31, 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 nine months
    ended December 31, 1996                          -             -                 -            (10,932)          (10,932)
                                             ---------       -------        ----------        -----------          --------

Balance at December 31, 1996                 1,788,756       $17,888        $2,054,400        $(1,942,565)          $129,723
                                             =========       =======        ==========        ===========           ========


                                                  See accompanying notes.

                                                           4
</TABLE>

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

                                          STATEMENT OF CASH FLOWS

                          For the  Nine  Months  Ended  December  31,  1995  and
                        December 31, 1996 and Cumulative  Amounts from Inception
                                of the Development Stage (July 26, 1990)
                                        Through December 31, 1996
                                                (Unaudited)

                                                           Nine Months Ended                Cumulative
                                                              December 31,                amounts from
                                                        1995               1996             Inception
                                                      --------            -------           ---------
<S>                                                  <C>                <C>                 <C>   
Cash flows from operating activities:
    Net loss                                         $(18,475)         $ (10,932)           $(573,104)
    Consulting fees paid directly by
        common stock purchases                               -                  -               50,000
    Increase in interest receivable                          -            (1,202)              (1,202)
    Increase (decrease) in accounts
        payable                                       (10,959)                362                5,809
                                                    ---------           ---------            ---------

        Net cash used in operations                   (29,434)           (11,772)            (518,497)

Cash flows from investing activities:
    Acquisition of equipment                                 -            (3,572)              (3,572)
                                                     ---------         ---------            ---------

    Net cash used in investing
        activities                                           -            (3,572)              (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                       (29,434)           (15,344)              125,731

Cash and cash equivalents at
    beginning of period                                179,060            141,105                   30
                                                     ---------          ---------            ---------

Cash and cash equivalents at
    end of period                                    $ 149,626          $ 125,761            $ 125,761
                                                     =========          =========            =========

                                               See accompanying notes.
                                                          5 

                                               
</TABLE>

<PAGE>


                           COGENCO INTERNATIONAL, INC.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                                December 31, 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  December 31, 1996,  and the results of  operations  and cash
flows for the periods ended December 31, 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 December 31, 1996,  the  Company's  cash  deposits  exceeded the FDIC
insurance limit of $100,000, by $41,105 and $25,761, respectively.

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

No provision  for income taxes is required at December 31, 1995 or 1996 because,
in management's opinion, the effective tax rate for the years will be zero.

As of March 31,  1996 and  December  31,  1996,  total  deferred  tax assets and
valuation allowance are as follows:

                                                   March 31,          December
                                                     1996            31, 1996
                                                   ---------         ---------
    Deferred tax assets resulting from
       loss carryforward                           $221,000          $225,000
    Valuation allowance                            (221,000)         (225,000)
                                                   --------          --------

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


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

For the period from inception of the development stage to December 31, 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 nine months ended  December 31, 1995 and 1996 and from  inception of the
development  stage,  the Company  incurred  legal  costs of $11,037,  $5,277 and
$52,453, 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 December 31, 1996, $25
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 December  31,  1996,  the  Company had working  capital of $126,151 as
       compared to working  capital of $140,655 on March 31, 1996.  The decrease
       is  attributable  primarily  to a net  operating  loss for the nine month
       period of  $10,932.  This was caused  principally  by costs and  expenses
       consisting of legal fees of $5,277, travel expenses of $4,227, accounting
       fees of $3,841,  miscellaneous expenses of $1,306 with minimal offsetting
       interest and  miscellaneous  income of $3,719.  No charges have been made
       for  management of the Company for the three month period ended  December
       31, 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  December  31,  1996,  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.


Date:     February 12, 1997                        /s/ David W. Brenman
                                                   ----------------------------
                                                   David W. Brenman, President


                                        8