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, 2006

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

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

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
August 1, 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)


                                      INDEX
                                      -----

PART I.  FINANCIAL INFORMATION                                          Page No.
------------------------------                                          --------

     Balance Sheet - March 31, 2006 and June 30, 2006 (unaudited)           1

     Statement of Operations - For the Three Months Ended June 30,
     2005 and 2006 and Cumulative Amounts from Inception of the
     Development Stage (July 26, 1990) through June 30, 2006
     (unaudited)                                                            2

     Statement of Stockholders' Equity - For the Three Months Ended
     June 30, 2006 (unaudited)                                              3

     Statement of Cash Flows - For the Three Months Ended June 30,
     2005 and 2006 and Cumulative Amounts from Inception of the
     Development Stage (July 26, 1990) through June 30, 2006
     (unaudited)                                                            4

     Notes to Unaudited Financial Statements                                5

     Item 2:  Management's Discussion and Analysis of Financial
     Condition and Results of Operations                                    8

     Item 3:  Controls and Procedures                                       9

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

     Signatures                                                            10

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

<PAGE>
<TABLE>
<CAPTION>

PART I. FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                        March 31, 2006 and June 30, 2006
                                   (Unaudited)


 ASSETS

                                                            March          June
                                                         -----------    -----------
<S>                                                      <C>            <C>
Current assets:
    Cash, in interest bearing accounts                   $    99,738    $    40,629
    Certificate of deposit (Note 3)                           78,120         78,810
    Prepaid expense                                            5,460          5,460
                                                         -----------    -----------

      Total current assets                                   183,318        124,899

Computer equipment, at cost, net of accumulated                3,137          2,941
    depreciation of $363 (March) and $559 (June)
Stand Still Fee and Codevelopment Payments                   197,527           --
                                                         -----------    -----------


Total assets                                             $   383,982    $   127,840
                                                         ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Current Liabilities:
    Accounts payable                                     $     3,677    $    13,738
    Accounts payable - related party                            --            5,800
                                                         -----------    -----------

      Total current liabilities                                3,677         19,538

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, 2,578,756 (March) and 2,578,756 (June)
    shares issued and outstanding                             25,788         25,788
Additional paid-in capital                                 5,693,975      5,693,975
Accumulated deficit (including $4,242,000 deficit
    accumulated during the development stage at
    June 30, 2006)                                        (5,339,458)    (5,611,461)
                                                         -----------    -----------

    Total stockholders' equity                               380,305        108,302
                                                         -----------    -----------

    Total liabilities and stockholders' equity           $   383,982    $   127,840
                                                         ===========    ===========


                             See accompanying notes.

                                        1
<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
              For the Three Months Ended June 30, 2005 and 2006 and
              Cumulative Amounts from Inception of the Development
                   Stage (July 26, 1990) through June 30, 2006
                                   (Unaudited)


                                                                        Cumulative
                                                                       amounts from
                                             2005            2006        Inception
                                          -----------    -----------    -----------

Revenues:
    Rental Income                         $      --      $     9,000    $     9,000
    Interest income                                56            782         44,283
                                          -----------    -----------    -----------

      Total Revenues                               56          9,782         53,283

Costs and expenses:
    Research and development                     --          197,527      3,250,000
    Salary - officer                             --           37,500        112,500
    Legal fees - related party (Note 3)         1,500          4,500        207,270
    Legal fees                                 11,245          5,867         63,926
    Consulting and travel expenses -
      related party                              --            4,001        179,337
    Dry hole costs                               --             --          123,086
    General and administration                  8,490         15,814        307,870
    Rent and storage expenses                     405         16,380         47,163
    Depreciation                                 --              196          4,131
                                          -----------    -----------    -----------

      Total costs and expenses                 21,640        281,785      4,295,283
                                          -----------    -----------    -----------

        Net loss (Note 2)                 $   (21,584)   $  (272,003)   $(4,242,000)
                                          ===========    ===========    ===========

Basic and diluted loss per common share   $     (0.01)   $     (0.11)   $     (2.67)
                                          ===========    ===========    ===========

Weighted average number of common
    shares outstanding                      2,314,251      2,578,756      1,586,064
                                          ===========    ===========    ===========


                             See accompanying notes.

                                        2
<PAGE>

                                   COGENCO INTERNATIONAL, INC.
                                  (A Development Stage Company)
                                STATEMENT OF STOCKHOLDERS' EQUITY
                            For the Three Months Ended June 30, 2006
                                           (Unaudited)




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


Balance at March 31, 2006         2,578,756   $    25,788   $ 5,693,975   $(5,339,458)   $   380,305
Net loss for the three months
   ended June 30, 2006                 --            --            --        (272,003)      (272,003)
                                -----------   -----------   -----------   -----------    -----------

Balance at June 30, 2006          2,578,756   $    25,788   $ 5,693,975   $(5,611,461)   $   108,302
                                ===========   ===========   ===========   ===========    ===========



                                     See accompanying notes.

                                                3
<PAGE>

                               COGENCO INTERNATIONAL, INC.
                              (A Development Stage Company)
                                 STATEMENT OF CASH FLOWS
                  For the Three Months Ended June 30, 2005 and 2006 and
                  Cumulative Amounts from Inception of the Development
                       Stage (July 26, 1990) through June 30, 2006
                                       (Unaudited)


                                                                              Cumulative
                                               Three months Ended June 30,   amounts from
                                                    2005          2006         Inception
                                                -----------    -----------    -----------
Cash flows from operating activities:
    Net loss                                    $   (21,584)   $  (272,003)   $(4,242,000)
    Adjustment to reconcile net loss to net
      cash used in operating activities:
        Research and development expenses              --          197,527      3,250,000
        Depreciation expense                           --              196          4,131
        Consulting fees paid directly by
          common stock purchasers                      --             --           50,000
        Change in prepaid expense                      --             --           (5,460)
        Change in accounts payable                     --           15,861         24,535
                                                -----------    -----------    -----------

        Net cash used in operations                 (21,584)       (58,419)      (918,794)

Cash flows from investing activities:
    Contract payments                            (1,500,000)          --       (3,250,000)
    Purchase certificate of deposit                    --             (690)       (78,810)
    Purchase of computer equipment                     --             --           (7,072)
                                                -----------    -----------    -----------

        Net cash used in investing activities    (1,500,000)          (690)    (3,335,882)

Cash flows from financing activities:
    Proceeds from sale of common stock            1,849,975           --        4,295,275
    Short-term borrowings                              --             --          100,000
    Repayments of short-term borrowings                --             --         (100,000)
                                                -----------    -----------    -----------

        Net cash provided by financing
          activities                              1,849,975           --        4,295,275
                                                -----------    -----------    -----------

Net increase (decrease) in cash                     328,391        (59,109)        40,599

Cash and cash equivalents at
    beginning of year                                95,460         99,738             30
                                                -----------    -----------    -----------

Cash and cash equivalents at
    end of period                               $   423,851    $    40,629    $    40,629
                                                ===========    ===========    ===========


                                 See accompanying notes.

                                            4

</TABLE>
<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                  June 30, 2006

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, 2006 and June 30, 2006, and the results of
     operations and cash flows for the periods ended June 30, 2005 and 2006. The
     financial statements have been prepared on a going concern basis which
     contemplates the realization of assets and liquidation of liabilities in
     the ordinary course of business. As shown in the accompanying financial
     statements, the Company has incurred significant losses from inception to
     date and does not have sufficient funds on hand to continue to fund
     operations. As a development stage company, the Company continues to rely
     on infusions of equity capital to fund operations. As a result, substantial
     doubt exists about the Company's ability to continue to fund future
     operations using its existing resources. The Company continues to seek
     equity investments of which there can be no assurance.

2.   Income taxes

     No provision for income taxes is required at March 31, 2006 and June 30,
     2006 because, in management's opinion and based on historical performance,
     the effective tax rate for the years will be zero.

     As of March 31, 2006 and June 30, 2006, total deferred tax assets and
     valuation allowance are as follows:

                                                      March 31,       June 30,
                                                         2006           2006
                                                     -----------    -----------
   Deferred tax assets resulting from:
     Loss carryforward                               $   212,200    $   240,000
     Future deduction for research and development     1,138,600      1,212,300
   Valuation allowance                                (1,350,800)    (1,452,300)
                                                     -----------    -----------
                                                     $      --      $      --
                                                     ===========    ===========

3.   Related party transactions

     For the period from inception of the development stage to June 30, 2006,
     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, 2005, and 2006, and from inception of
     the development stage, the Company incurred legal costs of $1,500, $4,500,
     and $119,049, respectively, from two law firms in which a principal of each
     law firm is a relative of an officer and director of the Company.

                                        5
<PAGE>

     In November 2004, we entered into an employment contract with David Brenman
     which became effective on or about September 30, 2005, when we paid DMI
     $3,250,000 for participation in the co-development agreement. The
     employment agreement was approved by our board of directors, including
     David Brenman's father and brother-in-law. The material terms of David
     Brenman's employment agreement are described in an annual report on Form
     10-KSB for the year ended March 31, 2006. We have paid Mr. Brenman his
     salary as due under the employment agreement through July 31, 2006, but
     unless we obtain a substantial amount of additional financing, we will be
     unable to make future payments to him as required under his employment
     agreement beginning in August 2006.

     During and subsequent to the fiscal years 2005 and 2006, Cogenco has raised
     $3,900,000 from offshore private placements using a Liechtenstein-based
     fund manager, MJM as a finder. MJM and Cogenco have entered into a Finder's
     Agreement containing the following terms: Cogenco agrees to engage MJM on a
     non-exclusive basis; Cogenco shall pay MJM a finder's fee of 7 1/2% of the
     funds raised from MJM's European clients; each party shall be entitled to
     indemnification under certain circumstances; and Cogenco shall reimburse
     MJM for related expenses. As a result, Cogenco has paid MJM a finder's fee
     of $292,500. The fund manager 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 a principal shareholder
     of Cogenco 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 feet at the rate of $5,350 per month
     over its term of 38 months. Commencing April 1, 2006, Cogenco has subleased
     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). The income from this sublease was $9,000 for the three months ended
     June 30, 2006. MIS will also be responsible for its pro-rata share of other
     expenses incurred under the lease. The sublease is on a month-to-month
     basis, and Cogenco expects that MIS' use of the office space will continue
     during the remaining term of Cogenco's lease, depending on MIS's financial
     capabilities. 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 $78,810 has been
     pledged as collateral on a letter of credit in the amount of $70,000
     securing the lease.

     The board of directors by resolution dated April 3, 2006, agreed to permit
     Mr. David Brenman to pursue a business opportunity in the oil and gas
     industry with respect to WPE, in which he wants to invest and participate
     as a manager. WPE is in the process (as of May 31, 2006) of attempting to
     acquire certain producing properties located in North Dakota. The Board of
     Directors determined that the business opportunity with WPE is not a
     corporate opportunity of Cogenco, and that David Brenman is entitled to
     pursue such opportunity outside of his employment responsibilities with
     Cogenco, provided that such activities do not unreasonably interfere with
     his employment activities with Cogenco or compromise any trade secrets or
     confidential or non-public information relating to Cogenco.

                                        6
<PAGE>

4.   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 Development Agreement"). 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.

     In February 2006, Cogenco and DMI negotiated a restated letter of intent
     (the "New LOI") which contemplates additional 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 parties negotiated a new co-development agreement (the "New
     Development Agreement") for the development of a drug for the treatment of
     multiple sclerosis. Upon signing the New Development Agreement, the Old
     Development Agreement was terminated (although the payments that Cogenco
     has made will be credited to the New Development Agreement).

     As a result of the New Development Agreement and the New LOI, Cogenco
     assumed certain additional payment obligations including an obligation to
     pay $1,000,000 to DMI by February 28, 2006, an additional $1,000,000 by
     March 31, 2006, and another $1,000,000 by July 31, 2006. Cogenco has not
     made any of these payments to DMI. In addition, Cogenco does not have the
     funds necessary to make these payments. DMI, however, has not yet given
     Cogenco notification of default (although it is entitled to under the New
     Development Agreement).

     Assuming (without assurance) that Cogenco is able to bring its payment
     obligation to DMI current, the New Development Agreement also obligated
     Cogenco to pay an additional $4,000,000 to DMI as follows:

            $1,000,000 by August 31, 2006
            $1,000,000 by September 30, 2006
            $1,000,000 by October 31, 2006
            $1,000,000 by November 30, 2006

     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 September 30, 2006 (subject to an extension
     to November 30, 2006 if Cogenco has provided notice to its shareholders of
     a meeting to approve the combination), 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. If the business
     combination does not occur because Cogenco was not able to raise the
     required financing, Cogenco will have to opportunity to convert its
     additional investment into shares of DMI common stock based on the value of
     the DMI shares and the amount of additional payments ultimately made to
     DMI. If the business combination does not occur for any other reason,
     Cogenco will have the option to convert the additional payments on those
     terms or to maintain its interest in the New Development Agreement.

                                       7
<PAGE>

     Of the total payments of $3,250,000 made to DMI, we included $197,527 in
     research and development expenses in this quarter. This figure represents
     the amount of funds received by DMI from Cogenco which had been expended by
     DMI as of June 30, 2006 on research and development expenses and related
     expenses.

ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Material Changes in Financial Condition

On June 30, 2006, we had working capital of $105,361; this represents a decrease
of $74,280 from our working capital of $179,641 on March 31, 2006. This decrease
is attributable primarily to reduction in our cash resources by almost $60,000,
and an increase in our accounts payable of approximately $15,000. Our cash
resources were adversely impacted by our use of cash in operations - the largest
component of which was the payment of salary to our president.

Since the time Cogenco ceased active business operations in 1988, we have been
actively seeking potential business opportunities. Except for a series of equity
financings in 2005 and 2006, and the activities described below under "DMI
BioSciences, Inc.," Cogenco has not engaged in any business operations for more
than the past five years. Cogenco has not received any revenues from operations
for more than the past ten years. As is evidenced by the funds necessary to
complete our obligations to DMI Biosciences, Inc. ("DMI"), under the New
Development Agreement (discussed below), we will not be able to pursue any
business opportunity without a substantial amount of funding provided from third
parties.

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.
Moreover, Cogenco does not currently have sufficient capital to meet its funding
commitments to DMI under the New LOI or under the New Development Agreement, and
there can be no assurance that adequate financing will be available to Cogenco
on reasonable terms when required.

As described in our recently filed 10-KSB, beginning in 2004, Cogenco entered
into a letter agreement with DMI and a subsequent co-development agreement, by
which Cogenco would participate in the development of a drug for the treatment
of asthma in humans (the "Old Agreements"). Under the terms of the Old
Agreements, as amended, Cogenco paid DMI $3,250,000 by September 30, 2005. In
February 2006, Cogenco and DMI negotiated a new letter of intent and
co-development agreement (the "New LOI" and the "New Development Agreement") for
the development of a drug for the treatment of multiple sclerosis. Upon signing
the New Development Agreement, the Old Agreements were terminated (although the
payments that Cogenco has made will be credited to the New Development
Agreement).

As a result of the New Development Agreement and the New LOI, Cogenco assumed
certain payment obligations including an obligation to pay $1,000,000 to DMI by
February 28, 2006, an additional $1,000,000 by March 31, 2006, and another
$1,000,000 by July 31, 2006. Cogenco has not made any of these payments to DMI.
Cogenco does not have the funds necessary to make these payments. DMI, however,
has not yet given Cogenco notification of default. Assuming (without assurance)
that Cogenco is able to bring its payment obligation to DMI current, the New
Development Agreement also obligated Cogenco to pay an additional $4,000,000 to
DMI in 2006 ($1,000,000 at the end of each month from August through November).
In addition to our payment obligations to DMI (which are delinquent as described
above), the New Development Agreement also defined multi-million dollar payment
obligations to DMI, upon DMI achieving certain drug development milestones and a
requirement for shareholder approval of a business combination by November 2006
provided Cogenco is adequately funded.

                                       8
<PAGE>

Unless we are able to obtain substantial additional financing during the
remainder of 2006, or amend the New Development Agreement to extend the
financing deadlines (assuming that DMI does not give Cogenco notification of
default), it appears likely that our $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.

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.

During the quarter ended June 30, 2006, we had an operating loss of $272,003.
This represents a $250,419 increase from our operating loss of $21,584 on June
30, 2005. The operating loss for the current quarter was caused principally by
costs and expenses consisting of research and development costs of $197,527,
officer's salary of $37,500, rent and storage of $16,380, legal fees of $10,367,
and miscellaneous expenses of $20,011 (including general and administrative and
traveling expenses), with minimal offsetting interest income of $782 and rental
income of $9,000.

Plan of Operations

Cogenco is not engaged in any business operations at the present time. Although
we receive proposals for business opportunities from third parties and we seek
out business opportunities with others, we have not actively pursued any such
business opportunity in more than the past two years except for the business
transaction being pursued with DMI. Even though we are pursuing the business
transaction with DMI at the present time, we will continue reviewing other
opportunities in the biotechnology industry and in other industries as we become
aware of appropriate opportunities. However, as is evidenced by the funds
necessary to complete our obligations to DMI under the New Development
Agreement, we will not be able to pursue any business opportunity without a
substantial amount of funding provided from third parties. Consequently, we
cannot offer any assurance that we will be able to complete our obligations with
respect to DMI or obtain the funds necessary to invest in other business
opportunities.

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 filling date of this report, we carried out an
evaluation of the effectiveness of the design and operation of the Company's
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.

                                       9
<PAGE>

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 June 30,
2006.

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

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: August 8, 2006                    /s/ David W. Brenman
                                        --------------------
                                        David W. Brenman, President
                                        Principal Executive Officer,
                                        Principal Accounting Officer, Principal
                                        Financial Officer and Director

                                       10