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, 1997

                                       OR

  / X /    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 incorporation 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 November 11, 1997 is 1,788,756 shares, $.01 par value.




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

                                                      INDEX
                                                      -----

                                                                                                          Page No.
                                                                                                          --------
PART I.           FINANCIAL INFORMATION
-------           ---------------------
<S>                                                                                                           <C>    
Balance Sheet - September 30, 1997 and March 31, 1997 (unaudited)                                             1

Statement of Operations -  For the Three Months Ended September 30 1996 and 1997                              2
(unaudited)

Statement of Operations - For the Six Months Ended September 30, 1996 and 1997 and                            3
Cumulative Amounts from Inception of the Development Stage (July 26, 1990) through
September 30, 1997 (unaudited)

Statement of Stockholders' Equity - For the Six Months Ended September 30, 1997                               4
(unaudited)

Statement of Cash Flows - For the Six Months Ended September 30, 1996 and 1997 and                            5
Cumulative Amounts from Inception of the Development Stage (July 26, 1990) through
September 30, 1997 (unaudited)

Notes to Unaudited Financial Statements                                                                       6

Management's Discussion and Analysis of Financial Condition and Results of Operations                         8

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

Item 6 - Exhibits and Reports on Form 8-K                                                                     8
</TABLE>





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

                                                          BALANCE SHEET

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

                                                             ASSETS
                                                             ------

                                                                  March 31,                September 30,
                                                                    1997                       1997
                                                               ------------                ------------- 
<S>                                                            <C>                         <C> 
Current asset:
    Cash, interest bearing accounts                            $    125,699                $    120,036

Computer  equipment,  at  cost,  net  of  accumulated
    depreciation   of  $637  (March  31)  and  $1,213
    (September 30)                                                    2,935                       2,935
                                                               ------------                ------------   

                                                               $    128,634                $    122,395
                                                               ============                ============   

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

Current liabilities:
    Accounts payable - related parties(Note 3)                 $         --                $        210
    Accounts payable - other                                             --                         124
                                                               ------------                ------------   
        Total current liabilities                                        --                         334

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 $580,766 deficit
        accumulated during the development stage at
        September 30)                                            (1,943,654)                 (1,950,227)
                                                               ------------                ------------    

        Total stockholders' equity                                  128,634                     122,061
                                                               ------------                ------------    

                                                               $    128,634                $    122,395
                                                               ============                ============    

</TABLE>





                                                     See accompanying notes.

                                                                1
<PAGE>
<TABLE>
<CAPTION>
                                                   COGENCO INTERNATIONAL, INC.
                                                  (A Development Stage Company)

                                                     STATEMENT OF OPERATIONS

                                     For the Three Months Ended September 30, 1996 and 1997
                                                           (Unaudited)


                                                                         Three Months Ended September 30,
                                                                    -----------------------------------------
                                                                        1996                         1997
                                                                    -------------               -------------  
<S>                                                                 <C>                         <C>  
Revenues:
    Interest income                                                 $       1,186               $       1,072

Cost and expenses:
    Legal fees - related party                                              1,353                       1,493
        (Note 3)
    General and administrative                                                930                       1,359
    Depreciation                                                               --                         288
                                                                    -------------               -------------    

        Total cost and expenses                                             2,283                       3,140
                                                                    -------------               -------------    

           Net loss (Note 2)                                        $      (1,097)              $      (2,068)
                                                                    =============               =============    

Net loss per common 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 Six Months Ended September 30, 1996 and 1997 and
                                   Cumulative Amounts from Inception of the Development Stage
                                            (July 26, 1990)Through September 30 1997
                                                           (Unaudited)


                                                      Six Months Ended September 30,              Cumulative amounts
                                                   ------------------------------------                 from
                                                      1996                     1997                   Inception
                                                   -----------              -----------           -----------------
<S>                                                <C>                      <C>                      <C> 
Revenues:
    Interest income                                $     2,517              $     2,164              $    26,078

Cost and expenses:
    Legal fees - related party (Note 3)                  4,678                    4,214                  145,474
    Consulting and travel expenses - Related
        party                                               --                       --                  144,865
    Dry hole costs (recovery)                               --                       --                  123,086
    General and administrative                           4,231                    3,947                  192,206
    Depreciation                                            --                      576                    1,213
                                                   -----------              -----------              -----------   

        Total cost and expenses                          8,909                    8,737                  606,844
                                                   -----------              -----------              -----------  

           Net loss (Note 2)                       $    (6,392)             $    (6,573)             $  (580,766)
                                                   ===========              ===========              ===========

Net loss per common share                          $         *              $         *              $     (0.49)
                                                   ===========              ===========              ===========

Weighted average number of common shares
    outstanding                                      1,788,756                1,788,756                1,179,708 
                                                   ===========              ===========              ===========

*  Less than $.01 per share
</TABLE>












                                                         See accompanying notes.

                                                                    3


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

                                                      STATEMENT OF STOCKHOLDER'S EQUITY

                                                 For the Six Months Ended September 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 six months ended
 September 30, 1997                              --                     --              --             (6,573)           (6,573)
                                          ---------              ---------      ----------        -----------      ------------

Balance at September 30, 1997             1,788,756              $  17,888      $2,054,400        $(1,950,227)     $    122,061
                                          =========              =========      ==========        ===========      ============

</TABLE>











                                                         See accompanying notes.

                                                                    4

<PAGE>
<TABLE>
<CAPTION>

                                       COGENCO INTERNATIONAL, INC.

                                      (A Development Stage Company)

                                         STATEMENT OF CASH FLOWS

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


                                                      Six Months Ended September 30,            Cumulative amounts
                                                      -------------------------------                 from
                                                        1996                  1997                  Inception
                                                      ---------             ---------           -----------------
<S>                                                   <C>                   <C>                    <C> 
Cash flows from operating activities:
      Net loss                                        $  (6,392)            $  (6,573)             $(580,766)
      Consulting fees paid directly by common 
         stock purchasers:                                   --                    --                 50,000

      Depreciation expense                                    -                   576                  1,213
      Increase in accounts payable                         (271)                  334                  5,331
                                                      ---------             ---------              ---------

         Net cash used in Operations                     (6,663)               (5,663)              (524,222)

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                          (6,663)               (5,663)               120,006
                                                      ---------             ---------              ---------

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

Cash and cash equivalents at end of period            $ 134,442             $ 120,036              $ 120,036
                                                      =========             =========              =========

</TABLE>

                                                         See accompanying notes.

                                                                    5

<PAGE>
                           COGENCO INTERNATIONAL, INC.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                               September 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  September  30, 1997,  and the results of
     operations  and cash flows for the  periods  ended  September  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 September 30, 1997 by $20,036.


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

     No provision  for income  taxes is required at  September  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 September 30, 1997,  total deferred tax assets and
     valuation allowance are as follows:
<TABLE>
<CAPTION>
                                                               March 31, 1997          September 30, 1997
                                                               --------------          ------------------

<S>                                                            <C>                        <C> 
Deferred tax assets resulting from loss carryforward           $    225,000               $    227,000
Valuation allowance                                                (225,000)                  (227,000)
                                                               ------------               ------------
                                                               $         --               $         --
                                                               ============               ============
</TABLE>


                                       6
<PAGE>


                           COGENCO INTERNATIONAL, INC.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                               September 30, 1997

3.   Related party transactions

     For the period from  inception of the  development  stage to September  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 six months ended  September 30, 1996 and 1997 and from inception of
     the development  stage, the Company incurred legal costs of $4,678,  $4,214
     and $57,253, 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, 1997, $210 was owed to this related law firm.




                                       7


<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, 1997, the Company had working  capital of $119,702 as
          compared  to  working  capital  of  $125,699  on March 31,  1997.  The
          decrease is attributable primarily to a net operating loss for the six
          month  period of  $6,573.  This was  caused  principally  by costs and
          expenses  consisting  of  legal  fees of  $4,214,  accounting  fees of
          $3,197,  miscellaneous  expenses  of $1,326  with  minimal  offsetting
          interest and miscellaneous income of $2,164. No charges have been made
          for management of the Company for the six month period ended September
          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

              27.1 - Financial Data Schedule

          B.  Reports on Form 8-K

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



                                       8
<PAGE>

                          COGENCO INTERNATIONAL, INC.

Pusauant  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 11, 1997               /s/ David Brenman
       -----------------               -----------------------------------------
                                       David Brenman, President






                                       9