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, 2005

                                       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 1840, 6400 So. Fiddler's Green Circle, Greenwood Village, CO 80111
--------------------------------------------------------------------------------
              (Address of principal executive offices and Zip Code)

                                 (303) 758-1357
--------------------------------------------------------------------------------
                         (Registrant's telephone number)

               4085 South Dexter Street, Englewood, Colorado 80113
               ---------------------------------------------------
                 (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 ___

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act: Yes XX No ___

The number of shares outstanding of the issuer's classes of common stock, as of
February 9, 2006 is 2,578,756 shares, $.01 par value.

Transitional Small Business Issuer Disclosure Format:  Yes ___  No XX


<PAGE>


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)


PART I. FINANCIAL INFORMATION

Item 1 - Financial Statements

         Balance Sheet - March 31, 2005 and December 31, 2005 (unaudited)

         Statement of Operations - For the Three and Nine Months Ended December
         31, 2004 and 2005 and Cumulative Amounts from Inception of the
         Development Stage (July 26, 1990) through December 31, 2005 (unaudited)

         Statement of Stockholders' Equity - For the Nine Months Ended
         December 31, 2005 (unaudited)

         Statement of Cash Flows - For the Nine Months Ended December 31, 2004
         and 2005 and Cumulative Amounts from Inception of the Development Stage
         (July 26, 1990) through December 31, 2005 (unaudited)

         Notes to Unaudited Financial Statements

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

Item 3:  Controls and Procedures

PART II. OTHER INFORMATION

Signatures

Certification pursuant to Securities Exchange Act of 1934 and Sections 302 and
906 Of the Sarbanes-Oxley Act of 2002

                                       1

<PAGE>


Part I. Financial Information

Item 1 - Financial Statements
<TABLE>
<CAPTION>

                                      COGENCO INTERNATIONAL, INC.
                                     (A Development Stage Company)
                                             BALANCE SHEET
                                  March 31, 2005 and December 31, 2005
                                              (Unaudited)


                                                 ASSETS
                                                 ------

                                                                         March                 December
                                                                     -----------             -----------
<S>                                                                  <C>                     <C>
Current assets:
    Cash, in interest bearing accounts                               $    95,460             $   185,331
    Certificate of deposit (Note 3)                                         --                    77,450
    Prepaid expense                                                         --                     1,200
                                                                     -----------             -----------

      Total current assets                                                95,460                 263,981

Computer equipment, at cost, net of accumulated                             --                     1,834
    depreciation of $3,572
Stand Still Fee and Codevelopment Payments                               100,000               1,062,094
                                                                     -----------             -----------


Total assets                                                         $   195,460             $ 1,327,909
                                                                     ===========             ===========

                               LIABILITIES AND STOCKHOLDERS' EQUITY
                               ------------------------------------
Liabilities:
Current Liabilities:
    Accounts payable                                                 $      --               $     2,946
    Accounts payable - related party                                        --                       106
                                                                     -----------             -----------

      Total current liabilities                                             --                     3,052

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, 2,208,756 (March) and 2,578,756 (December)
    shares issued and outstanding                                         22,088                  25,788
Additional paid-in capital                                             2,275,200               5,693,975
Accumulated deficit (including $3,025,445 deficit
    accumulated during the development stage at
    December 31, 2005)                                                (2,101,828)             (4,394,906)
                                                                     -----------             -----------

    Total stockholders' equity                                           195,460               1,324,857
                                                                     -----------             -----------

    Total liabilities and stockholders' equity                       $   195,460             $ 1,327,909
                                                                     ===========             ===========

                                                  See accompanying notes.

                                                              2
<PAGE>


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
              For the Three Months Ended December 31, 2004 and 2005
                                   (Unaudited)


                                                       2004            2005
                                                   -----------      -----------

Revenues:
    Interest income                                $        55      $       521

Costs and expenses:
    Research and development                              --            387,906
    Salary - officer                                      --             37,500
    Legal fees - related party (Note 3)                  1,500            1,500
    Legal fees                                           9,324            3,902
    Consulting and travel expenses -
      related party                                      6,695              106
    General and administration                           4,274            9,815
    Rent and storage expenses                              162           10,920
                                                   -----------      -----------

      Total costs and expenses                          21,955          451,649
                                                   -----------      -----------

        Net loss (Note 2)                          $   (21,900)     $  (451,128)
                                                   ===========      ===========

Basic and diluted loss per common share            $     (0.01)     $     (0.17)
                                                   ===========      ===========

Weighted average number of common
    shares outstanding                               2,198,539        2,578,756
                                                   ===========      ===========

                             See accompanying notes.

                                       3
<PAGE>


                                                COGENCO INTERNATIONAL, INC.
                                              (A Development Stage Company)
                                                 STATEMENT OF OPERATIONS
                  For the Nine Months Ended December 31, 2004 and 2005 and Cumulative Amounts from
                    Inception of the Development Stage (July 26, 1990) Through December 31, 2005
                                                      (Unaudited)


                                                                                                     Cumulative
                                                                                                    amounts from
                                                        2004                     2005                 Inception
                                                     -----------             -----------             -----------

Revenues:
    Interest income                                  $        94             $       647             $    42,757

Costs and expenses:
    Research and development                                --                 2,187,906               2,187,906
    Salary - officer                                        --                    37,500                  37,500
    Legal fees - related party (Note 3)                    4,500                   4,500                 201,270
    Legal fees                                            19,799                  18,661                  49,272
    Consulting and travel expenses -
      related party                                        6,695                  10,009                 169,085
    Dry hole costs                                          --                      --                   123,086
    General and administration                            12,739                  23,824                 282,108
    Rent and storage expenses                                459                  11,325                  14,403
    Depreciation                                            --                      --                     3,572
                                                     -----------             -----------             -----------

      Total costs and expenses                            44,192               2,293,725               3,068,202
                                                     -----------             -----------             -----------

        Net loss (Note 2)                            $   (44,098)            $(2,293,078)            $(3,025,445)
                                                     ===========             ===========             ===========

Basic and diluted loss per common share              $     (0.02)            $     (0.94)            $     (1.95)
                                                     ===========             ===========             ===========

Weighted average number of common
    shares outstanding                                 1,998,574               2,442,501               1,554,189
                                                     ===========             ===========             ===========

                                                      See accompanying notes.

                                                                4


<PAGE>


                                                       COGENCO INTERNATIONAL, INC.
                                                     (A Development Stage Company)
                                                   STATEMENT OF STOCKHOLDERS' EQUITY
                                              For the Nine Months Ended December 31, 2005
                                                              (Unaudited)


                                             Common stock                 Additional                             Total
                                       ----------------------------         paid-in        Accumulated        stockholders'
                                          Shares          Amount            capital           deficit             equity
                                       ----------       -----------       -----------      ------------        ------------

Balance at March 31, 2005               2,208,756       $    22,088       $ 2,275,200       $(2,101,828)       $   195,460
Sale of common stock in
   private placements (Note 4)            370,000             3,700         3,418,775              --            3,422,475
Net loss for the nine months
   ended December 31, 2005                   --                --                --          (2,293,078)        (2,293,078)
                                      -----------       -----------       -----------       -----------        -----------

Balance at December 31, 2005            2,578,756       $    25,788       $ 5,693,975       $(4,394,906)       $ 1,324,857
                                      ===========       ===========       ===========       ===========        ===========

                                                           See accompanying notes.

                                                                      5

<PAGE>


                                               COGENCO INTERNATIONAL, INC.
                                              (A Development Stage Company)
                                                STATEMENT OF CASH FLOWS
               For the Nine Months Ended December 31, 2004 and 2005 and Cumulative Amounts from
                 Inception of the Development Stage (July 26, 1990) Through December 31, 2005
                                                      (Unaudited)


                                                       Nine months Ended December 31,              Cumulative
                                                      ---------------------------------           amounts from
                                                          2004                 2005                 Inception
                                                      -----------           -----------           ------------
Cash flows from operating activities:
    Net loss                                          $   (44,098)          $(2,293,078)          $(3,025,445)
    Adjustment to reconcile net loss to net
      cash used in operating activities:
        Research and development expenses                    --                 387,906               387,906
        Depreciation expense                                 --                    --                   3,572
        Consulting fees paid directly by
          common stock purchasers                            --                    --                  50,000
        Change in prepaid expense                            --                  (1,200)               (1,200)
        Change in accounts payable                           --                   3,052                 8,049
                                                      -----------           -----------           -----------

        Net cash used in operations                       (44,098)           (1,903,320)           (2,577,118)

Cash flows from investing activities:
    Contract payments                                    (100,000)           (1,350,000)           (1,450,000)
    Purchase certificate of deposit                          --                 (77,450)              (77,450)
    Purchase of computer equipment                           --                  (1,834)               (5,406)
                                                      -----------           -----------           -----------

        Net cash used in investing activities            (100,000)           (1,429,284)           (1,532,856)

Cash flows from financing activities:
    Proceeds from sale of common stock                    225,000             3,422,475             4,295,275
    Short-term borrowings                                    --                    --                 100,000
    Repayments of short-term borrowings                      --                    --                (100,000)
                                                      -----------           -----------           -----------

        Net cash provided by financing
          activities                                      225,000             3,422,475             4,295,275
                                                      -----------           -----------           -----------

Net increase in cash                                       80,902                89,871               185,301

Cash and cash equivalents at
    beginning of year                                      29,512                95,460                    30
                                                      -----------           -----------           -----------

Cash and cash equivalents at
    end of period                                     $   110,414           $   185,331           $   185,331
                                                      ===========           ===========           ===========

                                                 See accompanying notes.

                                                           6
</TABLE>


<PAGE>


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                December 31, 2005


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, 2005 and December 31, 2005, and the results of
     operations and cash flows for the periods ended December 31, 2004 and 2005.

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

     No provision for income taxes is required at March 31, 2005 and December
     31, 2005 because, in management's opinion, the effective tax rate for the
     years will be zero.

     As of March 31, 2005 and December 31, 2005, total deferred tax assets and
     valuation allowance are as follows:

                                                       March 31,    December 31,
                                                      ----------    ------------
                                                         2005          2005
                                                         ----          ----

Deferred tax assets resulting from:
  Loss carryforward                                   $ 143,600     $ 182,800
  Future deduction for research and development            --         816,100
Valuation allowance                                    (143,600)     (998,900)
                                                      ---------     ---------

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

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

     For the period from inception of the development stage to December 31,
     2005, 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, 2004, and 2005, and from inception
     of the development stage, the Company incurred legal costs of $4,500,
     $4,500, and $113,049, respectively, from two law firms in which a principal
     of each law firm is a relative of an officer and director of the Company.

     In November 2004 Cogenco's Board of Directors approved an employment
     agreement with its president, David W. Brenman. The material terms of the
     employment agreement are as follows:

          o    Annual salary shall be $150,000;
          o    Employment is for a 5 year term;
          o    The employee is subject to
               confidentiality/non-competition/protection of trade
               secrets/non-solicitation provisions;
          o    The employment agreement provides for premature termination in
               certain circumstances; and

                                       7
<PAGE>


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                December 31, 2005

3.   Related party transactions (continued)
     -------------------------------------
          o    The employee has certain rights in the event of a change of
               control of Cogenco including a two year extension of his
               employment term and a requirement that his full salary (through
               the term of the agreement) be paid to him within 30 days of such
               change of control. Change of control can also constitute a basis
               on which the employee can terminate the agreement prematurely.

     The Employment Agreement commenced effective September 30, 2005 when
     Cogenco paid a total $3,250,000 to DMI pursuant to a co-development
     agreement. The employment agreement does not prohibit Mr. D. Brenman from
     receiving compensation from MJM Asset Management Company Establishment
     "MJM". The employment agreement was approved by the remaining members of
     the Cogenco board of directors, including Mr. D. Brenman's father and his
     brother-in-law.

     Cogenco has raised $3,700,000 during the current fiscal year through
     December 31, 2005 from offshore private placements using a
     Liechtenstein-based fund manager, MJM as a finder. MJM and Cogenco have
     entered into a Finder's Agreement by which Cogenco agreed: to engage MJM on
     a non-exclusive basis; to pay MJM a finder's fee of 7 1/2% of the funds
     raised from MJM's European clients; and to reimburse MJM for related
     expenses. The parties also agreed that each party shall be entitled to
     indemnification under certain circumstances. MJM has raised a total of
     $3,900,000 for Cogenco, and Cogenco has paid MJM a $292,500 finder's fee.
     MJM paid one-third of the finder's fee to David W. Brenman, president of
     Cogenco, in accordance with an oral agreement between them. Pursuant to
     that oral agreement, Mr. Brenman will be entitled to receive one-fifth of
     the fund manager's profits from making the investment in Cogenco. MJM is
     owned and operated by Herald Janssen, who, through MJM and Genesis
     Investment Funds Limited is Cogenco's principal shareholder and has had
     prior personal relationships with Mr. Brenman.

     In October 2005, Cogenco entered into an office lease with an unaffiliated
     party for approximately 3,210 square fee at the rate of $5,350 per month
     over its term of 38 months. With the consent of the unaffiliated landlord,
     Cogenco has agreed to sublease a portion of the space (approximately 1,605
     square feet) to another company (Micro-Imaging Solutions, Inc. or "MIS")
     for $2,675 per month (Cogenco's cost). MIS will also be responsible for its
     pro-rata share of other expenses incurred under the lease. An affiliate of
     David Brenman has a significant equity interest in MIS. The lease and
     sublease was approved by the remaining members of the Cogenco board of
     directors, including Mr. David Brenman's father and his brother-in-law. A
     certificate of deposit of $77,450 has been pledged as collateral on a
     letter of credit in the amount of $70,000 securing the lease.

4.   Stockholders' equity
     --------------------

     For the nine months ended December 31, 2005, Cogenco issued 370,000 shares
     of its common stock to four, offshore, European accredited investors in
     exchange for their investment of $3,700,000.

                                       8
<PAGE>


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                December 31, 2005

5.   Contract payment
     ----------------

     In August 2004, Cogenco entered into a letter agreement with DMI
     BioSciences, Inc. ("DMI") for an agreement by which Cogenco would
     participate in the development of a drug for the treatment of asthma in
     humans. The parties modified this agreement in November 2004 and, pursuant
     to the modification, Cogenco paid DMI $100,000 and entered into a
     co-development agreement with DMI for the development of a drug for the
     treatment of asthma in humans (the "Old CODA"). Under the terms of the
     agreements, as amended, Cogenco paid DMI $3,250,000 by September 30, 2005.
     Once Cogenco paid DMI the full $3,250,000 it had the right to participate
     in revenues from sales of the asthma products but had additional funding
     obligations as set forth in the Old CODA.

     In January and February 2006, Cogenco and DMI negotiated a restated letter
     of intent (the "New LOI") which contemplates specific payments of
     $1,000,000 to DMI at the end of February, March, July, August, September,
     October and November 2006, for a total of $7,000,000 in additional
     payments. In addition, the New LOI requires the negotiation of a new
     co-development agreement (the "New CODA") for the development of a drug for
     the treatment of multiple sclerosis. The Old CODA will be terminated when
     Cogenco signs the New CODA, but not later than March 1, 2006 (although the
     payments that Cogenco has made will be credited to the New CODA). Cogenco
     expects to complete the negotiations for and to execute the New CODA by
     then. If the Old CODA is terminated and Cogenco does not enter into the New
     CODA (after notice and an opportunity to cure), Cogenco's payments under
     the Old CODA will be automatically converted into 1,000,000 shares of DMI
     common stock.

     The New LOI also amended the suggestion in the August 2004 letter agreement
     that the parties will attempt to negotiate a business combination between
     DMI and Cogenco (provided that Cogenco becomes adequately funded with at
     least $25,000,000). As set forth in the New LOI, if the business
     combination does not occur by December 15, 2006, the $3,250,000 investment
     will be automatically converted into 1,000,000 shares of DMI common stock
     and Cogenco will become a minority shareholder of DMI. The additional
     payments made to DMI (up to the $7,000,000 discussed in the preceding
     paragraph) will also be converted into DMI common stock at a price of $3.50
     per share.

     Of the total payments of $3,250,000 made to DMI, we included $387,906 in
     research and development expenses in this quarter ($2,187,906 for the nine
     months ended December 31, 2005). This figure represents the amount of funds
     received by DMI from Cogenco which had been expended by DMI as of December
     31, 2005 on research and development expenses and related expenses.

                                        9

<PAGE>


Item 2 -- Management's Discussion and Analysis or Plan of Operation

Material Changes in Financial Condition

     At December 31, 2005, we had working capital of $260,929 as compared to
working capital of $95,460 on March 31, 2005. The increase is attributable
primarily to $3,422,475 in net proceeds from the sale of its common stock,
offset in part by expenditures of funds for payment required by a co-development
agreement between Cogenco and DMI Biosciences, Inc. ("DMI") of Englewood,
Colorado.

     As previously reported, in August 2004, Cogenco entered into a letter
agreement with DMI, for an agreement by which Cogenco would participate in the
development of a drug for the treatment of asthma in humans. This letter
agreement has been supplemented, amended, and extended since then, as described
in more detail below.

     DMI is a privately held biotechnology company engaged in the commercial
application of proteomics to discover, develop, and commercialize small-molecule
and peptide-based drugs and diagnostics for acute and chronic inflammation in
immunologic, vascular, and central nervous system diseases that affect millions
of individuals whose needs are currently unmet or underserved. DMI's research
efforts focus on the role of proteins and peptides in key pathways of acute and
chronic inflammation and involve identifying and elucidating the function of
proteins and peptides affecting the inflammatory component of diseases such as
acute coronary syndromes, multiple sclerosis, Alzheimer's disease, asthma and
cancer. DMI's principal objective is to develop new, proprietary therapeutic
products that treat inflammatory processes at their root causes rather than
treating only their symptoms. Using a variety of technologies, DMI has isolated
compounds based on naturally occurring proteins and peptides implicated in
inflammatory diseases, and has obtained a number of patents and filed various
patent applications. Screening these compounds has resulted in a robust pipeline
of product candidates that DMI expects to develop in collaboration with partners
or on its own.

     DMI's pipeline of potential products includes drug candidates targeting
multiple sclerosis, pulmonary fibrosis, and Alzheimer's disease, drug candidates
targeting inflammatory diseases such as asthma, compounds directed at
anti-angiogenic cancer therapy, and biomarkers for ischemia/reperfusion injury,
placental ischemia, and acute myocardial infarction. Significant product
development operations occur in the United Kingdom. Seven of DMI's eight
employees are engaged in research and development. Three of DMI's employees hold
a Ph.D or M.D. degree.

     DMI's principal place of business is 3601 South Clarkson Street, Suite 420,
Englewood, Colorado 80113-3948, telephone 303-798-1929; fax: 303-789-0510. DMI's
website is www.dmibio.com. DMI is a private company and does not file reports
under the Securities Exchange Act of 1934. DMI and Cogenco modified the
agreements in November 2004, March 2005 (effective February 2005), June 2005 and
December 2005, and entered into a new and restated letter of intent (the "New
LOI") in February 2006. Cogenco paid DMI $100,000 as a "stand-still" fee, and
entered into a co-development agreement (the "Old CODA") with DMI.

     Under the terms of the agreements, as amended, Cogenco paid DMI a total of
$3,250,000 before September 30, 2005. The amount included a non-refundable
$2,500,000 access payment and a non-refundable fee of $650,000. Because Cogenco
paid DMI the full $3,250,000 (and assuming, without assurance, that Cogenco
meets its other financial obligation to DMI), Cogenco will have the right to
participate in revenues from sales of the asthma products to the extent that the
Old CODA remains effective. The New LOI entered into by Cogenco and DMI in

                                       10

<PAGE>


February 2006 contemplates that the parties will negotiate a new co-development
agreement (the "New CODA") for the development of a drug for the treatment of
multiple sclerosis (although this New CODA has not yet been executed).

     Under the Old CODA, DMI and Cogenco agreed to screen specific chemical
compounds ("Compounds") for the treatment of asthma in humans, and to perform
research and development on these Compounds with the goal of commercializing any
resulting products. Under the Old CODA, DMI's responsibilities relate primarily
to research and development and developing products for commercialization;
Cogenco's primary responsibility is to provide the necessary funding, including
$3,250,000 which has been paid to date. The Old CODA establishes an Advisory
Committee to supervise and coordinate, in accordance with the terms of this
Agreement, all of the activities contemplated by the Old CODA, including the
screening of certain chemical substances, and the research, development and
commercialization of products developed for the treatment of asthma in humans.
Under the Old CODA, Cogenco will be an equal member of the Advisory Committee
with DMI. Cogenco's rights and obligations are expected to be substantially the
same under the New CODA (when executed), although the New CODA will refer to a
drug for the treatment of multiple sclerosis rather than asthma in humans.

     Cogenco does not currently have sufficient capital to meet its subsequent
funding commitments to DMI, and there can be no assurance that adequate
financing will be available to Cogenco on reasonable terms when required. Based
on the New LOI (which has been executed by the parties), Cogenco's additional
financial obligations are a total of $7,000,000, as follows:

               $1,000,000 on or before February 28, 2006;
               $1,000,000 on or before March 31, 2006;
               $1,000,000 due on or before July 31, 2006;
               $1,000,000 on or before August 31, 2006;
               $1,000,000 on or before September 30, 2006;
               $1,000,000 on or before October 31, 2006; and
               $1,000,000 on or before November 30, 2006.

In addition to those payment obligations defined by the New LOI, we anticipate
that the New CODA will define multi-million dollar payment obligations similar
to Cogenco's financing obligations under the Old CODA, as follows:

O    Cogenco must Fund research and development activities and Phase 1, Phase 2,
     Phase 2a, Phase 2b, and Phase 3 preclinical and clinical Trials of Product
     candidates and Phase 4 post-marketing studies of Products pursuant to a
     mutually agreed upon budget;

O    Cogenco must pay DMI $1,000,000 not later than five days after DMI
     commences phase 1 clinical trials of a product;

O    Cogenco must pay DMI $2,500,000 not later than five days after DMI
     commences phase 2 or phase 2a clinical trials of a product;

O    Cogenco must pay DMI $5,000,000 not later than five days after DMI files a
     new drug application for a product in a "Major Market Country" as defined
     in the Old and New CODA; and

O    Cogenco must pay DMI $10,000,000 not later than five days after regulatory
     approval of a product in a Major Market Country.

                                       11

<PAGE>


     If there are any profits on sales of the product or license fees (which we
cannot assure) and assuming that we have completed our payment obligations, we
will share the profits equally with DMI. Even though the research and
development will be accomplished primarily with funds to be provided by Cogenco,
the Old CODA provides (and we anticipate that the New CODA will provide) that
DMI will retain ownership of the intellectual property relating to the Compounds
and any products developed. As is indicated above, our rights to participate in
the Old CODA or the New CODA depend on our ability to meet our financial
obligations. At the present time we do not have the ability to meet our
financial obligations and we cannot offer any assurance that we will be able to
do so. The Old CODA will expire on February 28, 2006. If we have not entered
into the New CODA by that time, or if we have not paid the first $1,000,000
payment, DMI can declare a default in our obligations, terminate the New LOI,
and convert the $3,250,000 payments we have already made into 1,000,000 shares
of DMI common stock.

     The New LOI also amended the suggestion in the August 2004 letter agreement
that the parties will attempt to negotiate a business combination between DMI
and Cogenco (provided that Cogenco becomes adequately funded with at least
$25,000,000). As set forth in the New LOI, if the business combination does not
occur by December 15, 2006, the $3,250,000 investment will be automatically
converted into 1,000,000 shares of DMI common stock and Cogenco will become a
minority shareholder of DMI. The additional payments made to DMI (up to the
$7,000,000 discussed in the preceding paragraph) will also be converted into DMI
common stock at a price of $3.50 per share. The parties have not achieved any
agreement with respect to a business transaction and are not likely to negotiate
any such agreement until (if ever) Cogenco becomes adequately funded. As set
forth in the New LOI, if the business combination does not occur by December 15,
2006, the $3,250,000 investment paid will be automatically converted into
1,000,000 shares of DMI common stock and Cogenco will become a minority
shareholder of DMI. The additional payments made to DMI (up to the $7,000,000)
will also be converted into DMI common stock at a price of $3.50 per share.

     Of the total payments of $3,250,000 made to DMI through December 31, 2005,
we included $387,906 in research and development expenses in this quarter
($2,187,906 for the nine months ended December 31, 2005). This figure represents
the amount of funds received by DMI from Cogenco which had been expended by DMI
as of December 31, 2005 on research and development expenses and related
expenses. The New LOI requires that the New CODA credit Cogenco's obligations
with the full amount paid under the Old CODA.

     As described in Cogenco's Form 10-KSB for the year ended March 31, 2005,
there are significant risks associated with Cogenco's participation in the Old
CODA with DMI, and those risks continue under the New CODA, if executed.

     During the quarter, we had an operating loss of $(451,128) ($(2,293,078)
for the nine month period) which was caused principally by costs and expenses
consisting of research and development costs of $387,906, officer's salary of
$37,500, rent and storage of $10,920, accounting fees of $4,048, legal fees of
$5,402, and miscellaneous expenses of $5,873 with minimal offsetting interest
income of $521. Our president's employment agreement became effective October 1,
2005, and as a result we incurred expenses of $37,500 for salaries paid to our
president for that three month period.

     No charge was incurred for rent through October 31, 2005 since the cost
would be minimal. Effective November 1, 2005, we entered into a 38 month office
lease with an unaffiliated party calling for rental payments of $5,360 per
month.

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<PAGE>

     We expect to continue incurring expenses for seeking and evaluating
business prospects until we acquire or participate in a business opportunity.
Since we became inoperative in 1988, management has been seeking an appropriate
acquisition candidate to acquire.

     We raised no additional funds during the quarter ended December 31, 2005
(we did raise a total of $3,700,000 (a net of $3,422,475) after payment of a
finder's fee to an offshore entity as described in note 3 to the financial
statements, "Related Party Transactions"). We issued 370,000 shares for the
capital raised during the nine-month period, and expended $1,650,000 of the
proceeds pursuant to the terms of the Old CODA described above in "Management's
Discussion and Analysis-Material Changes in Financial Condition" and in note 5
to the financial statements ("Contract Payment").

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 business of an acquired company. It is anticipated that the
Company will continue to incur losses in the near future. The Company's losses
increased significantly during the quarter and nine months ended December 31,
2005 as compared to previous years because of the significant research and
development expense incurred in connection with the transaction with DMI as
described above.

Plan of Operations

     We are not engaged in any business operations at the present time except
completing our funding obligations to DMI described above in "Management's
Discussion and Analysis-Material Changes in Financial Condition" and in note 5
to the financial statements ("Contract Payment"). As discussed above, Cogenco
does not have sufficient capital to finish its funding requirements under the
Old CODA (to be terminated effective February 28, 2006), the Restated LOI, or
(when executed) the New CODA. Cogenco is and will continue to be dependent
upon funding provided for these activities by third parties, which funding may
not be available to Cogenco when needed, or upon reasonable terms.

     Although management receives proposals for business opportunities from
third parties and seeks out business opportunities with others, we have not
actively pursued any such business opportunity in more than the past two years
until our expenditure of $3,250,000 in connection with an exclusive right of
negotiation and a payment under the Old CODA with DMI.

     We will continue reviewing opportunities in the oil and gas and
biotechnology industries and in other industries as management becomes aware of
appropriate opportunities. Because we will likely need a substantial amount of
capital from third parties, there can be no assurance that we will be able to
invest in other business opportunities.

     During the current fiscal quarter, we expect to spend time and money
continuing to negotiate the business opportunity with DMI, to which we have paid
a total of $3,250,000 pursuant to the Old CODA. Neither we nor DMI have any
obligations other than to engage in good faith negotiations for an agreement
which, if completed, will result in the New CODA and, if successful, a business
combination.

     If the negotiations with DMI are not successful, we will continue to review
proposals as received from third parties. In any event, however, we do not have
sufficient funds on hand to complete either the transaction with the private
company as contemplated or to enter into business arrangements with any other
third party. We cannot offer any assurance that it will be able to obtain the
financing that we require.

Off Balance Sheet Arrangements

     We have no off balance sheet arrangements and thus no disclosure is
required.

Item 3.  Controls and Procedures

     As required by Rule 13a - 15 under the Securities Exchange Act of 1934,
within the 90 days prior to the filing date of this report, we carried out an
evaluation of the effectiveness of the design and operation of the Company's

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<PAGE>


disclosure controls and procedures. This evaluation was carried out under the
supervision and with the participation of our Chief Executive Officer who is
also our Principal Financial and Accounting Officer. Following this inspection,
this officer concluded that the Company's disclosure controls and procedures are
effective. There have been no significant changes in the Company's internal
controls or in other factors, which could significantly affect internal controls
subsequent to the date the Company carried out its evaluation. Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in the Company reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosures controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in the Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's Chief
Executive Officer and the Company's Principal Financial Officer as appropriate,
to allow timely decisions regarding required disclosure.


Part II - Other Information

Item 1. Legal Proceedings.

        Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

We did not sell any equity securities during the quarter ended December 31,
2005. The following sets forth information regarding such sales during prior
quarters. On September 15 and 20, 2005, we received subscriptions from an
offshore, European accredited investor in exchange for a total investment of
$1,700,000. The following sets forth the information required by Item 701 in
connection with that transaction:

(a) The transaction was completed effective September 15, 2005 (as to
$1,300,000) and September 20, 2005 (as to $400,000). We issued 170,000 shares of
our common stock to an offshore, European accredited investor whose investment
was directed by MJM for certain European clients, each of whom are accredited
investors and none of whom are U.S. persons. None of the European clients are
otherwise affiliated with Cogenco. As a result of his control of both Genesis
Investment Funds Limited and MJM, Mr. Herald A.M.A. Janssen of Lichtenstein
controls the right to vote and to dispose of more than 51% of Cogenco's common
stock.

(b) There was no placement agent or underwriter for the transaction. We paid a
finder's fee of 7 1/2 % of the total amount raised (a total of $127,500) to a
Lichtenstein-based fund manager, MJM. The fund manager paid or will pay
one-third of the finder's fee to David W. Brenman, president of Cogenco, in
accordance with an oral agreement between them. Pursuant to that oral agreement,
Mr. Brenman will be entitled to receive one-quarter of the fund manager's
profits from making the investment in Cogenco.

(c) The total offering price was $1,700,000. No underwriting discounts or
commissions were paid. We paid a finder's fee as described above.

(d) We relied on the exemption from registration provided by Sections 4(2) and
4(6) under the Securities Act of 1933 for this transaction, as well as
Regulation D and Regulation S. We did not engage in any public advertising or
general solicitation in connection with this transaction. We provided the

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<PAGE>


accredited investor with disclosure of all aspects of our business, including
providing the accredited investor with our reports filed with the Securities and
Exchange Commission, our press releases, access to our auditors, and other
financial, business, and corporate information. Based on our investigation, we
believe that the accredited investor obtained all information regarding Cogenco
it requested, received answers to all questions it posed, and otherwise
understood the risks of accepting our securities for investment purposes.

(e) The common stock issued is not exercisable, exchangeable, or convertible. We
have no registration obligation relating to the shares of common stock.

(f) We used substantially all of the proceeds received to meet our obligation to
pay $1,650,000 to DMI BioSciences, Inc. by September 30, 2005. See a description
of this Agreement above under Item 2.Management's Discussion and Analysis of
Financial Condition and Results of Operations.

     No other information is required in response to this Item 2 inasmuch as a
report is not required to be filed pursuant to Rule 463 of the Securities Act of
1933 (Form 10-QSB, Part II, Item 2(b)), and we made no repurchases (Form 10-QSB,
Part II, Item 2(c)).

Item 3. Defaults upon senior securities.

     Not applicable.

Item 4. Submission of matters to a vote of security holders.

     Not applicable.

Item 5. Other information.

     Not applicable.

Item 6. Exhibits

A.      Exhibits

10.1    Restated Letter of Intent dated February 10, 2006 as of January 30, 2006

31.     Certification pursuant to Rule 13a - 14(a).

32.     Certification pursuant to 18 U.S.C. ss.1350.


                                   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: February 13, 2005                     /s/ David W. Brenman
                                            ------------------------------------
                                            David W. Brenman, President
                                            Principal Executive Officer,
                                            Principal Accounting Officer,
                                            Principal Financial Officer
                                            and Director

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