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, 2002

                                       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)

                 4400 E. Oxford Place, Englewood, Colorado 80110
--------------------------------------------------------------------------------
              (Address of principal executive offices and Zip Code)

                                 (303) 757-2700
--------------------------------------------------------------------------------
                         (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
October 25, 2002 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, 2002 and September 30, 2002 (unaudited)        1

   Statement of Operations - For the Three Months Ended September
   30, 2001 and 2002 (unaudited)                                            2

   Statement of Operations - For the Six Months Ended September 30,
   2001 and 2002 and Cumulative Amounts from Inception of the
   Development Stage (July 26, 1990) through September 30, 2002
   (unaudited)                                                              3

   Statement of Stockholders' Equity - For the Six Months Ended
   September 30, 2002 (unaudited)                                           4

   Statement of Cash Flows - For the Six Months Ended September
   30, 2001 and 2002 and Cumulative Amounts from Inception of the
   Development Stage (July 26, 1990) through September 30, 2002
   (unaudited)                                                              5

   Notes to Unaudited Financial Statements                                  6

   Management's Discussion and Analysis of Financial Condition and
   Results of Operations                                                    7

   PART II.    OTHER INFORMATION                                            7


<PAGE>
<TABLE>
<CAPTION>


                             COGENCO INTERNATIONAL, INC.
                            (A Development Stage Company)
                                    BALANCE SHEET
                        March 31, 2002 and September 30, 2002
                                     (Unaudited)


                                       ASSETS
                                       ------

                                                           March 31,     September 30,
                                                             2002            2002
                                                          -----------    -----------
<S>                                                       <C>            <C>
Current asset:
   Cash, in interest bearing accounts                     $    61,974    $    56,537

Computer equipment, at cost, net of accumulated
   depreciation of $3,572 (March) and $3,572
   September)                                                    --             --
                                                          -----------    -----------
                                                          $    61,974    $    56,537
                                                          ===========    ===========

                                STOCKHOLDERS' EQUITY
                                --------------------


Stockholders' equity:
   Preferred stock, $.01 par value; 10,000,000 shares
    authorized, no shares issued and outstanding          $      --      $      --
   Common stock, $.01 par value; 50,000,000 shares
    authorized, 1,788,756 shares issued and outstanding        17,888         17,888
   Additional paid-in capital                               2,054,400      2,054,400
   Accumulated deficit (including $646,290 deficit
    accumulated during the development stage at
    September 30, 2002)                                    (2,010,314)    (2,015,751)
                                                          -----------    -----------

    Total stockholders' equity                            $    61,974    $    56,537
                                                          ===========    ===========


                               See accompanying notes.
                                          1
<PAGE>


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
             For the Three Months Ended September 30, 2001 and 2002
                                   (Unaudited)

                                                             2001         2002
                                                             ----         ----

Revenues:
   Interest income                                        $   293     $     111

Costs and expenses:
   Legal fees - related party (Note 3)                      1,018             -
   General and administration                               1,369         1,480
   Depreciation                                                 -             -
                                                          -------       -------

    Total costs and expenses                                2,387         1,480
                                                          -------       -------

      Net loss (Note 2)                                  $ (2,094)     $ (1,369)
                                                         ========      ========

Basic and diluted loss per common share                         *             *
                                                         ========      ========

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


*   Less than $.01 per share


                            See accompanying notes.
                                       2

<PAGE>


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
              For the Six Months Ended September 30, 2001 and 2002
 and Cumlative Amounts from Inception of the Development Stage (July 26, 1990)
                           Through September 30, 2002
                                  (Unaudited)


                                              Six Months Ended
                                                September 30,            Cumulative
                                          --------------------------    amounts from
                                             2001           2002         Inception
                                          -----------    -----------    -----------

Revenues:
   Interest income                        $       690    $       225    $    41,712

Costs and expenses:
   Legal fees - related party (Note 3)          4,197           --          178,770
   Consulting and travel expenses -
    related party                                --             --          152,380
   Dry hole costs                                --             --          123,086
   General and administration                   5,257          5,662        230,194
   Depreciation                                  --             --            3,572
                                          -----------    -----------    -----------

    Total costs and expenses                    9,454          5,662        688,002
                                          -----------    -----------    -----------

      Net loss (Note 2)                   $    (8,764)   $    (5,437)   $  (646,290)
                                          ===========    ===========    ===========

Basic and diluted loss per common share             *              *          (0.45)
                                          ===========    ===========    ===========

Weighted average number of common
   shares outstanding                       1,788,756      1,788,756      1,429,679
                                          ===========    ===========    ===========

    *    Less than $.01 per share


                            See accompanying notes.
                                       3

<PAGE>


                                       COGENCO INTERNATIONAL, INC.
                                      (A Development Stage Company)
                                    STATEMENT OF STOCKHOLDERS' EQUITY
                               For the Six Months Ended September 30, 2002
                                              (Unaudited)

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

Balance at  March 31, 2002               1,788,756   $    17,888   $ 2,054,400   $(2,010,314)   $    61,974

   Net loss for the six months ended
    September 30, 2002                        --            --            --          (5,437)        (5,437)
                                       -----------   -----------   -----------   -----------    -----------

Balance, September 30, 2002              1,788,756   $    17,888   $ 2,054,400   $(2,015,751)   $    56,537
                                       ===========   ===========   ===========   ===========    ===========




                                         See accompanying notes.
                                                    4

<PAGE>


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
              For the Six Months Ended September 30, 2001 and 2002
 and Cumulative Amounts from Inception of the Development Stage (July 26, 1990)
                           Through September 30, 2002
                                   (Unaudited)


                                                Six Months Ended
                                                   September 30        Cumulative
                                              ----------------------  amounts from
                                                2001          2002      Inception
                                              ---------    ---------    ---------
Cash flows from operating activities:
   Net loss                                   $  (8,764)   $  (5,437)   $(646,290)
   Adjustment to reconcile net loss to net
    cash used in operating activities:
      Depreciation expense                         --           --          3,572
      Consulting fees paid directly by
       common stock purchasers                     --           --         50,000
      Increase in accounts payable                 --           --          4,997
                                              ---------    ---------    ---------

      Net cash used in operations                (8,764)      (5,437)    (587,721)

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                  (8,764)      (5,437)      56,507

Cash and cash equivalents at
   beginning of period                           73,575       61,974           30
                                              ---------    ---------    ---------

Cash and cash equivalents at
   end of period                              $  64,811    $  56,537    $  56,537
                                              =========    =========    =========


                            See accompanying notes.
                                       5
</TABLE>
<PAGE>


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               September 30, 2002


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, 2002 and September 30, 2002, and the results of
   operations and cash flows for the periods ended September 30, 2001 and 2002.

2. Income taxes

   No provision for income taxes is required at March 31, 2002 and September 30,
   2002 because, in management's opinion, the effective tax rate for the years
   will be zero.

   As of March 31, 2002 and September, 2002, total deferred tax assets and
   valuation allowance are as follows:
                                                   March 31,   September 30,
                                                     2002          2002
                                                     ----          ----

   Deferred tax assets resulting from loss
     carryforward                                  $ 248,900     $ 251,400
   Valuation allowance                              (248,900)     (251,400)
                                                   ---------     ---------

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


3. Related party transactions

   For the period of inception of the development stage to September 30, 2002,
   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, 2001, and 2002, and from inception of
   the development stage, the Company incurred legal costs of $4,197, $0 and
   $90,549, respectively, from a law firm in which a principal of the law firm
   is a relative of an officer and director of the Company.


                                       6
<PAGE>





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

   Material Changes in Financial Condition

   At September 30, 2002, the Company had working capital of $56,537 as compared
   to working capital of $61,974 on March 31, 2002. The decrease is attributable
   primarily to a net operating loss for the six month period of $5,437. This
   was caused principally by costs and expenses consisting of accounting fees of
   $3,785, miscellaneous expenses of $1,877 with minimal offsetting interest of
   $225. No charges have been made for management of the Company for the six
   month period ended September 30, 2002 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

      Certification  Pursuant  to 18 U.S.C.  Section  1350,  As  Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

   B. Reports on Form 8-K

      During the quarter ended September 30, 2002, the Registrant has filed no
      reports on Form 8-K.

                                       7
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: November 1, 2002                  /s/ David W. Brenman
                                        --------------------
                                        David W. Brenman, President


                                       8
<PAGE>




                            CERTIFICATION PURSUANT TO
       SECURITIES EXCHANGE ACT OF 1934: RULES 13a-14, 13a-15, 15d-14, and
                                     15d-15
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, David W. Brenman, certify that:
     1.   I have reviewed this quarterly report on Form 10-QSB of Cogenco
          International, Inc.
     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
     4.   I am responsible for establishing and maintaining  disclosure controls
          and  procedures  (as defined in Exchange  Act Rules 13a-14 and 15d-14)
          for the registrant and have:
     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented  in  this  quarterly   report  my   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures  based on my
          evaluation as of the Evaluation Date;
     5.   I  have  disclosed,  based  on  my  most  recent  evaluation,  to  the
          registrant's auditors and the audit committee of registrant's board of
          directors (or persons performing the equivalent functions):
     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and
     6.   I  have  indicated  in  this  quarterly   report  whether  there  were
          significant  changes in  internal  controls or in other  factors  that
          could significantly affect internal controls subsequent to the date of
          my most recent  evaluation,  including  any  corrective  actions  with
          regard to significant deficiencies and material weaknesses.


Dated: November 1, 2002
                                               /s/ David W. Brenman
                                               --------------------
                                               David W. Brenman
                                               Chief Executive Officer and
                                               Chief Financial Officer

                                       9