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 June 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
August 6, 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 June 30, 1998 (unaudited)                  1

Statement of Operations - For the Three Months Ended June 30, 1997
and 1998 and Cumulative Amounts from Inception of the Development
Stage (July 26, 1990) through June 30, 1998 (unaudited)                       2

Statement of Stockholders' Equity - For the Three Months Ended
June 30, 1998 (unaudited)                                                     3

Statement of Cash Flows - For the Three Months Ended  June 30, 1997
and 1998 and Cumulative Amounts from Inception of the Development
Stage (July 26, 1990) through June 30, 1998 (unaudited)                       4

Notes to Unaudited Financial Statements                                       5

Management's Discussion and Analysis of Financial Condition and
Results of Operations                                                         6

PART II.  OTHER INFORMATION                                                   6
--------  -----------------

<PAGE>


                          COGENCO INTERNATIONAL, INC.
                         (A Development Stage Company)

                                 BALANCE SHEET

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

                                     ASSETS
                                     ------
                                                        March 31,      June 30,
                                                          1998           1998
                                                        ---------      -------- 
Current assets:
   Cash and cash equivalents                           $  117,617    $    5,833
   Certificate of deposit                                       -       100,000
   Interest receivable                                          -           440
                                                       ----------    ----------

    Total current assets                                  117,617       106,273

Computer equipment, at cost, net of accumulated
   depreciation of $1,789 (March 31) and $1,984
   (June 30)                                                1,783         1,588
                                                       ----------    ----------

                                                       $  119,400    $  107,861
                                                       ===========   ==========


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


Current liabilities:
   Accounts payable - related parties (Note 3)         $        -    $      795
   Accounts payable - other                                     -         3,135
                                                       ----------    ----------

    Total current liabilities                                   -         3,930

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 $598,896 deficit
    accumulated during the development stage at
    June 30, 1998)                                     (1,952,888)   (1,968,357)
                                                       -----------   -----------

    Total stockholders' equity                            119,400       103,931
                                                       -----------   ----------

                                                       $  119,400    $  107,861
                                                       ===========   ==========

                            See accompanying notes.
                                       1

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

                             STATEMENT OF OPERATIONS

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

                                     Three Months Ended June 30,     Cumulative
                                     ---------------------------    amounts from
                                        1997            1998         Inception
                                        ----            ----        ------------

Revenues:
   Interest income                     $   1,092      $   1,137       $  29,281

Costs and expenses:
   Legal fees - related party (Note 3)     2,722          5,760         154,217
   Consulting and travel expenses -
    related party (Note 3)                     -          7,515         152,380
   Dry hole costs                              -              -         123,086
   General and administrative              2,587          3,136         196,510
   Depreciation                              288            195           1,984
                                       ---------      ---------       ---------

    Total costs and expenses               5,597         16,606         628,177
                                       ---------      ---------       ---------

      Net loss (Note 2)                $  (4,505)     $ (15,469)      $(598,896)
                                       =========      =========       =========

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

Weighted average number of common
shares outstanding                     1,788,756      1,788,756       1,237,122
                                       =========      =========       =========

*   Less than $.01 per share

                            See accompanying notes.
                                       2

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

                                           STATEMENT OF STOCKHOLDERS' EQUITY

                                        For the Three Months ended June 30, 1998
                                                       (Unaudited)
<CAPTION>
                                                Common stock        Additional                     Total
                                             -------------------     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 three months ended
    June 30, 1998                                    -          -             -       (15,469)     (15,469)
                                             ---------    -------    ----------   -----------     --------

Balance, June 30, 1998                       1,788,756    $17,888    $2,054,400   $(1,968,357)    $103,931
                                             ==========   =======    ==========   ===========     ========
</TABLE>
                                              See accompanying notes.
                                                        3

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

                             STATEMENT OF CASH FLOWS

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

                                                     Three Months Ended June 30,  Cumulative
                                                     ---------------------------  amounts from
                                                        1997           1998        Inception
                                                        ----           ----       ------------
<S>                                                   <C>            <C>            <C>
Cash flows from operating activities:
   Net loss                                           $ (4,505)      $(15,469)      $(598,896)
   Adjustment to reconcile net loss to net
    cash used in operating activities
      Depreciation expense                                 288            195           1,984
      Consulting fees paid directly by
       common stock purchasers                               -              -          50,000
      Increase in interest receivable                        -           (440)           (440)
      Increase in accounts payable                       2,944          3,930           8,927
                                                      --------       --------       ---------

      Net cash used in operations                       (1,273)       (11,784)       (538,425)

Cash flows from investing activities:
   Purchase of certificate of deposit                        -       (100,000)       (100,000)
   Purchase of computer equipment                            -              -          (3,572)
                                                      --------       --------       ---------

      Net cash used in investing
       activities                                            -       (100,000)       (103,572)

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                         (1,273)      (111,784)          5,803

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

Cash and cash equivalents at
   end of period                                      $124,426       $  5,833       $   5,833
                                                      ========       ========       =========
</TABLE>
                            See accompanying notes.
                                       4

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

                    NOTES TO UNAUDITED FINANCIAL STATEMENTS

                                 June 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 June 30,  1998,  and the  results  of
     operations and cash flows for the periods ended June 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 and at
     June 30, 1998 by $6,273.

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

     No  provision  for  income  taxes is  required  at March 31,  1998 and June
     30,1998 because,  in management's  opinion,  the effective tax rate for the
     years will be zero.

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

                                         March 31,      June 30,
                                           1998           1998
                                         ---------      --------

        Deferred tax assets resulting
           from loss carryforward        $ 228,000      $ 234,000
        Valuation allowance               (228,000)      (234,000)
                                         ---------      ---------
                                         $       -      $       -
                                         =========      =========

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

     For the period of inception of the development  stage to June 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 three months ended June 30, 1997,  and 1998,  and from inception of
     the development  stage, the Company incurred legal costs of $2,722,  $5,760
     and $65,996, 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 three months ended June 30, 1998, the Company  reimbursed travel
     expenses of $7,515 to the Company's president.

                                 
                                       5

<PAGE>

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

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

     At June 30, 1998,  the Company had working  capital of $102,343 as compared
     to  working  capital  of  $117,617  on March  31,  1998.  The  decrease  is
     attributable  primarily to a net operating  loss for the three month period
     of $15,469. This was caused principally by costs and expenses consisting of
     legal fees of $5,760, accounting fees of $2,600, travel expenses of $7,515,
     miscellaneous  expenses  of  $536  with  minimal  offsetting  interest  and
     miscellaneous income of $1,137. No charges have been made for management of
     the  Company  for the three  month  period  ended  June 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 June 30, 1998, the Registrant has filed no
        reports on Form 8-K.


                                       6

<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:   August 11, 1998                       /s/ David W. Brenman
                                              ----------------------------------
                                              David W. Brenman, President




                                       7