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, 2007

                                       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)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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 [X] No [ ]

The number of shares outstanding of the issuer's classes of common stock, as of
February 11, 2008 is 2,656,256 shares, $.01 par value.

Transitional Small Business Issuer Disclosure Format: Yes [ ] No [X]

<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)

                                      INDEX

PART I. FINANCIAL INFORMATION
-----------------------------

     Item 1:      Financial Statements                                      1

          Balance Sheet - March 31, 2007 (audited) and December             2
          31, 2007 (unaudited)

          Statement of Operations - For the Three and Nine Months           3
          Ended December 31, 2006 and 2007 and Cumulative Amounts
          from Inception of the Development Stage (July 26, 1990)
          through December 31, 2007 (unaudited)

          Statement of Stockholders' Equity - For the Nine Months           5
          Ended December 31, 2007 (unaudited)

          Statement of Cash Flows - For the Nine Months Ended               6
          December 31, 2006 and 2007 and Cumulative Amounts from
          Inception of the Development Stage (July 26, 1990)
          through December 31, 2007 (unaudited)

          Notes to Unaudited Financial Statements                           7

     Item 2:      Management's Discussion and Analysis or Plan of           11
                  Operation

     Item 3:      Controls and Procedures                                   14

PART II.  OTHER INFORMATION

     Item 1:      Legal Proceedings                                         14

     Item 2.      Unregistered Sales of Equity Securities and Use           14
                  of Proceeds

     Item 3.      Defaults upon senior securities.                          14

     Item 4.      Submission of matters to a vote of security               14
                  holders.

     Item 5.      Other information.                                        15

     Item 6.      Exhibits                                                  15

     Signatures                                                             15

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



<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
















                                        1
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<S> <C> <C>

                               COGENCO INTERNATIONAL, INC.
                              (A Development Stage Company)
                                      BALANCE SHEET
                          March 31, 2007 and December 31, 2007
                             (Audited)         (Unaudited)


                                         ASSETS
                                         ------

                                                                  March        December
                                                               -----------    -----------
Current assets:
    Cash, in interest bearing accounts                         $    41,744    $     8,226
    Certificate of deposit (Note 3)                                 81,152         83,813
    Marketable securities                                          572,000           --
    Receivable - related party (Note 3)                               --            8,025
    Prepaid expense                                                  5,460          5,460
                                                               -----------    -----------

      Total current assets                                         700,356        105,524

Computer equipment, at cost, net of accumulated
    depreciation of $1,147 (March) and $1,734 (December)             2,353          1,766
Investment in securities of DMI (Note 4)                           100,000        580,000
                                                               -----------    -----------


Total assets                                                   $   802,709    $   687,290
                                                               ===========    ===========

                         LIABILITIES AND STOCKHOLDERS' EQUITY
                         ------------------------------------
Current liabilities:
    Note payable - officer                                     $     2,500    $      --
    Accounts payable                                                 8,193          1,118
    Accounts payable - related party                                14,976         10,986
    Accrued salary - officer                                        93,750        204,250
                                                               -----------    -----------

      Total current liabilities                                    119,419        216,354

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, 2,656,256 (March) and 2,656,256 (December)
      shares issued and outstanding                                 26,563         26,563
    Additional paid-in capital                                   6,466,325      6,466,325
    Stock subscription receivable                                  (28,000)          --
    Accumulated deficit (including $4,652,491 deficit
      accumulated during the development stage at
      December 31, 2007)                                        (5,781,598)    (6,021,952)
                                                               -----------    -----------

    Total stockholders' equity                                     683,290        470,936
                                                               -----------    -----------

    Total liabilities and stockholders' equity                 $   802,709    $   687,290
                                                               ===========    ===========


                             See accompanying notes.

                                        2
<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
              For the Three Months Ended December 31, 2006 and 2007
                                   (Unaudited)


                                                       2006             2007
                                                   -----------      -----------

Revenues:
    Rental income                                  $    10,920      $     8,355
    Interest income                                        801              905
                                                   -----------      -----------

      Total revenues                                    11,721            9,260

Costs and expenses:
    Salary - officer                                    37,500           37,500
    Legal fees - related party (Note 3)                  1,500             --
    Legal fees                                           3,225            2,867
    General and administration                           4,486            5,934
    Rent and storage expenses                           16,395           16,555
    Depreciation                                           195              196
                                                   -----------      -----------

      Total costs and expenses                          63,301           63,052
                                                   -----------      -----------

        Net loss (Note 2)                          $   (51,580)     $   (53,792)
                                                   ===========      ===========

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

Weighted average number of common
    shares outstanding                               2,580,522        2,656,256
                                                   ===========      ===========





                             See accompanying notes.

                                        3
<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
     For the Nine Months Ended December 31, 2006 and December 31, 2007, and
              Cumulative Amounts from Inception of the Development
                 Stage (July 26, 1990) through December 31, 2007
                                   (Unaudited)

                                                                         Cumulative
                                                                        amounts from
                                              2006           2007        Inception
                                          -----------    -----------    -----------

Revenues:
    Rental income                         $    25,380    $    24,670    $    60,995
    Interest income                             2,304          2,827         49,484
                                          -----------    -----------    -----------

      Total revenues                           27,684         27,497        110,479

Costs and expenses:
    Research and development                  197,527           --        3,250,000
    Salary - officer                          112,500        112,500        337,500
    Legal fees - related party (Note 3)         4,500          3,000        211,770
    Legal fees                                 10,857         52,302        128,488
    Consulting and travel expenses -
      related party                             5,247          8,687        194,814
    Dry hole costs                               --             --          123,086
    General and administration                 27,110         41,297        366,185
    Rent and storage expenses                  49,155         49,478        145,821
    Depreciation                                  587            587          5,306
                                          -----------    -----------    -----------

      Total costs and expenses                407,483        267,851      4,762,970
                                          -----------    -----------    -----------

        Net loss (Note 2)                 $  (379,799)   $  (240,354)   $(4,652,491)
                                          ===========    ===========    ===========

Basic and diluted loss per common share   $     (0.15)   $     (0.09)   $     (2.78)
                                          ===========    ===========    ===========

Weighted average number of common
    shares outstanding                      2,579,347      2,656,256      1,675,174
                                          ===========    ===========    ===========


                             See accompanying notes.

                                       4
<PAGE>

                                               COGENCO INTERNATIONAL, INC.
                                              (A Development Stage Company)
                                            STATEMENT OF STOCKHOLDERS' EQUITY
                                       For the Nine Months Ended December 31, 2007
                                                       (Unaudited)


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


Balance at March 31, 2007              2,656,256   $    26,563   $ 6,466,325   $   (28,000)   $(5,781,598)   $   683,290

Adjustment - stock price guarantee          --            --            --          28,000           --           28,000
Net loss for the nine months
   ended December 31, 2007                  --            --            --            --         (240,354)      (240,354)
                                     -----------   -----------   -----------   -----------    -----------    -----------

Balance at December 31, 2007           2,656,256   $    26,563   $ 6,466,325   $      --      $(6,021,952)   $   470,936
                                     ===========   ===========   ===========   ===========    ===========    ===========










                                                 See accompanying notes.

                                                           5
<PAGE>

                                 COGENCO INTERNATIONAL, INC.
                                (A Development Stage Company)
                                   STATEMENT OF CASH FLOWS
           For the Nine Months Ended December 31, 2006 and December 31, 2007, and
                    Cumulative Amounts from Inception of the Development
                       Stage (July 26, 1990) through December 31, 2007
                                         (Unaudited)

                                                        Nine months Ended
                                                           December 31,           Cumulative
                                                   --------------------------    amounts from
                                                      2006            2007        Inception
                                                   -----------    -----------    -----------
Cash flows from operating activities:
    Net loss                                       $  (379,799)   $  (240,354)   $(4,652,491)
    Adjustment to reconcile net loss to net
      cash used in operating activities:
        Research and development expenses              197,527           --        3,250,000
        Depreciation expense                               587            587          5,306
        Consulting fees paid directly by
          common stock purchasers                         --             --           50,000
        Change in receivable and prepaid expense          --           (8,025)       (13,485)
        Change in accounts payable and
          accrued expenses                              64,211         96,935        218,851
                                                   -----------    -----------    -----------

        Net cash used in operations                   (117,474)      (150,857)    (1,141,819)

Cash flows from investing activities:
    Contract payments                                     --             --       (3,250,000)
    Purchase of securities                                --         (480,000)      (580,000)
    Sale of securities                                                600,000        600,000
    Purchase certificate of deposit                     (2,184)        (2,661)       (83,813)
    Purchase of computer equipment                        --             --           (7,072)
                                                   -----------    -----------    -----------

        Net cash provided by (used in)
          investing activities                          (2,184)       117,339     (3,320,885)

Cash flows from financing activities:
    Proceeds from sale of common stock                  23,125           --        4,468,400
    Short-term borrowings                                 --             --          102,500
    Repayments of short-term borrowings                   --             --         (100,000)
                                                   -----------    -----------    -----------

        Net cash provided by financing
          activities                                    23,125           --        4,470,900
                                                   -----------    -----------    -----------

Net increase (decrease) in cash                        (96,533)       (33,518)         8,196

Cash and cash equivalents at
    beginning of year                                   99,738         41,744             30
                                                   -----------    -----------    -----------

Cash and cash equivalents at
    end of period                                  $     3,205    $     8,226    $     8,226
                                                   ===========    ===========    ===========


                                   See accompanying notes.

                                             6
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<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                December 31, 2007


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, 2007 and December 31, 2007, and the results of
     operations and cash flows for the periods ended December 31, 2006 and 2007.
     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, 2007 and December
     31, 2007 because, in management's opinion and based on historical
     performance the effective tax rate for the years will be zero.

     As of March 31, 2007 and December 31, 2007, total deferred tax assets and
     valuation allowance are as follows:

                                                     March 31,      December 31,
                                                        2007           2007
                                                     -----------    -----------
Deferred tax assets resulting from:
  Loss carryforward                                  $   303,500    $   290,100
  Future deduction for research and development        1,212,300      1,288,400
  and accrued salaries
Valuation allowance                                   (1,515,800)    (1,578,500)
                                                     $      --      $      --


3.   Related party transactions

     For the period from inception of the development stage to December 31,
     2007, 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 both a former director of the Company and a father of the Company's
     president.

                                        7
<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                December 31, 2007


     For the nine months ended December 31, 2006, and 2007, and from inception
     of the development stage, the Company incurred legal costs of $4,500,
     $3,000, and $123,549, respectively, from two law firms in which a principal
     of each law firm is both a former director of the Company and a father of
     the Company's president.

     In November 2004 we entered into an employment contract with David Brenman
     (the Company's president) 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, 2007. We paid Mr. Brenman his
     salary as due under the employment agreement through August 15, 2006, but
     we have been unable to make payments to him as required under his
     employment agreement beginning August 31, 2006, except for $2,000 paid June
     2007. Mr. Brenman has orally agreed to defer (without interest) collection
     of any other amounts due under his employment agreement until such time as
     Cogenco is adequately financed. Mr. Brenman was provided with the $2,000
     payment in salary to prevent our payroll company from discontinuing their
     services due to lack of use.

     During and subsequent to the fiscal years 2006 and 2007, Cogenco has raised
     $3,900,000 from offshore private placements using a Liechtenstein-based
     fund manager, MJM as a finder, although this agreement has subsequently
     been terminated. MJM and Cogenco entered into a Finder's Agreement
     containing the following terms: Cogenco agreed to engage MJM on a
     non-exclusive basis; Cogenco paid MJM a finder's fee of 7 1/2% of the funds
     raised from MJM's European clients; each party was entitled to
     indemnification under certain circumstances; and Cogenco agreed to
     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. Through January 1, 2007, MJM was owned and
     operated by Harold Janssen, who, through MJM and Genesis Investment Funds
     Limited, is a principal shareholder of Cogenco and has had prior personal
     relationships with Mr. Brenman. This agreement was terminated in January
     2007.


                                        8
<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                December 31, 2007


     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. A certificate of deposit of $83,813 has been
     pledged as collateral on a letter of credit in the amount of $70,000
     securing the lease. 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, LLC or "MIS") for $2,675
     per month (Cogenco's cost). The income from this sublease was $25,380 and
     $24,670 for the nine months ended December 31, 2006 and 2007. At December
     31, 2007, there was a receivable in the amount of $8,025 for three months
     of rental income. 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's 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.

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 contemplated additional payments of $7,000,000 to DMI
     by November 30, 2006. 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 were credited to the New
     Development Agreement).

     Cogenco did not make any of the payments to DMI contemplated under the New
     Development Agreement. Cogenco did not have the funds necessary to make
     these payments. 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). Since the business
     combination did not occur by October 30, 2006, upon notice from Cogenco to
     DMI, on June 22, 2007, Cogenco converted its $3,250,000 investment into
     1,000,000 shares of DMI common stock and Cogenco became a minority
     shareholder of DMI.

                                       9
<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                December 31, 2007


     Of the total payments of $3,250,000 made to DMI, we included $197,527 and
     $0 in research and development costs for the nine months ended December 31,
     2006 and 2007, respectively.

     Commencing in March 2007 through December 31, 2007, we entered into certain
     stock purchase agreements with DMI under which Cogenco purchased a total of
     673,256 shares at a total purchase price of $580,000 and which enabled the
     Company to purchase up to an additional $420,000 of DMI common stock at
     prices up to $1.00 per share. Cogenco did not purchase any additional
     shares of DMI common stock during the quarter ended December 31, 2007, and
     consequently, Cogenco did not acquire a warrant to purchase another
     1,000,000 shares of DMI common stock exercisable for one year at $1.00 per
     share as provided in the stock purchase agreements.

     In March 2007, we purchased 100,000 shares of DMI common stock at $1.00 per
     share; in April 2007, we purchased 21,429 shares of DMI common stock at
     $.70 per share; in May 2007, we purchased 180,000 shares of DMI common
     stock at $.75 per share; in June 2007, we purchased 100,000 shares of DMI
     common stock at $.80 per share; in July 2007, we purchased 82,353 shares of
     DMI common stock at $.85 per share; and in September 2007, we purchased
     189,474 shares of DMI common stock at $.95 per share. As a result of these
     transactions, as of December 31, 2007, Cogenco owned 1,673,256 shares of
     DMI common stock (approximately 11.4% of the total number of DMI shares
     then outstanding, or about 7.5% on a fully-diluted basis).







                                       10
<PAGE>

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

The statements contained in this Report on Form 10-QSB that are not purely
historical are forward looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including statements regarding our expectations, hopes, intentions or
strategies regarding the future. Forward looking statements include: statements
regarding future products or product development; statements regarding future
selling, general and administrative costs and research and development spending,
and our product development and marketing strategies; statements regarding
future capital expenditures and financing requirements; and similar forward
looking statements. All forward-looking statements included in this document are
based on information available to us on the date hereof, and we undertake no
obligation to update any such forward-looking statements. It is important to
note that our actual results could differ materially from those in such
forward-looking statements.

Material Changes in Financial Condition

Since the time Cogenco ceased active business operations in 1988, we have been
seeking potential business opportunities. Except for a series of equity
financings in 2005, 2006, and 2007 and the activities with DMI BioSciences, Inc.
("DMI") (described below), 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.

Relationship with DMI BioSciences, Inc.

As described in our most recent 10-KSB, during our 2004 fiscal year, we entered
into a letter of intent and then an agreement with DMI by which we agreed to
participate in the development of a drug for the treatment of asthma in humans.
The letter of intent also included the parties' agreement to attempt to
negotiate a business combination between DMI and Cogenco. Although Cogenco
provided DMI $3,250,000 in financing, Cogenco did not provide any further
financing to DMI as contemplated by that agreement and the business combination
contemplated between DMI and Cogenco did not occur. Although Cogenco and DMI
amended those agreements in February 2006, ultimately Cogenco did not provide
the financing contemplated by the amended agreements. In June 2007, we converted
the $3,250,000 investment into 1,000,000 shares of DMI common stock in
accordance with the pre-existing agreements. Because we had already expensed our
entire $3,250,000 investment for these shares as research and development
expenses, the 1,000,000 shares are carried on our balance sheet at no basis, and
the conversion had no impact on our balance sheet or statement of operations.

We also entered into certain stock purchase agreements with DMI under which the
Company purchased a total of 673,256 shares since March 2007 for $580,000 at
prices ranging from $0.70 per share to $1.00 per share. Under the terms of the
stock purchase agreements between Cogenco and DMI, had Cogenco purchased a total
of one million shares of DMI by December 31, 2007 DMI had an obligation to issue
Cogenco a warrant to purchase one million shares of DMI at $1.00 per share.
However, due to a lack of funds we did not purchase any additional shares of DMI
during the quarter ended December 31, 2007, and therefore did not purchase a
total of one million shares of DMI stock as contemplated in the stock purchase
agreements.

As a result, we have acquired a total of 1,673,256 shares of DMI, comprised of
the one million shares we acquired through the conversion of our investment with
DMI described above and 673,256 shares we acquired through the purchase of DMI
common stock. The shares acquired to date are not considered to be marketable
securities and are, therefore, carried as non-current assets on our balance

                                       11
<PAGE>

sheet at our cost (not including the research and development expenses
previously recognized by Cogenco). If (in the future) we judge the
recoverability of our investment in these shares to be questionable, we will
write-down or (if appropriate) write-off the value of these shares. Based on
management's review at December 31, 2007 and as of the filing of this Form
10-QSB, management has determined that no current write-down for the 1,673,256
shares is appropriate.

Investment Company Act

As a result of the DMI transactions Cogenco is a minority shareholder in DMI and
our shares of DMI stock represent a majority of our assets. Consequently,
Cogenco may be considered to be an investment company for the purposes of the
Investment Company Act of 1940. At this time, we believe that if Cogenco is an
investment company, it is a transient investment company meeting the exception
from registration under the Investment Company Act set forth in Rule 3a-2.
Cogenco does not believe that it is an investment company in that it does not
and does not intend to primarily engage in the business of investing,
reinvesting, or trading in securities, or holding investment securities.
However, the SEC may disagree with our interpretation. If we were required to
register under the Investment Company Act, this would result in considerable
expense to Cogenco, and a significant change in Cogenco's management and
operations.

Financial Condition

On December 31, 2007, we had working capital deficit of $(110,830); this
represents decrease of $53,596 from our working capital of $(57,234) on
September 31, 2007, and a $691,767 decrease from our working capital on March
31, 2007. Our working capital decrease, resulting in our current working capital
deficit, is primarily the result of two factors:

     Our continuing operating losses and our use of cash in operations; and

     Use of current assets to purchase shares of DMI, which as described above
     is classified as a non-current asset on our balance sheet.

Our largest current liability is the accrued salary to our president, amounting
to $204,250 at December 31, 2007. Our other significant current liability is
$10,986 accounts payable owed to our president and fees accrued to his father, a
former Cogenco director. In both cases, our president and his father have orally
agreed to defer collecting any salary amounts owed to them until Cogenco is, in
the Board's opinion, adequately financed. Although Cogenco has a working capital
deficit, management believes that Cogenco will be able to continue to pay its
obligations to third parties as they become due.

Included in our working capital is a certificate of deposit in the amount of
$83,813 which is not available to us for the payment of our current liabilities
except for rent as it comes due.

We have had significant cash flow difficulties and, as discussed above, we were
unable to pay our obligations to DMI and, except for a salary payment of $2,000
that was made in June 2007, we have deferred payment of related party salaries
and fees. Accounts payables-related party reflect expense reimbursements due to
our president which we have generally been unable to pay to him.

During the past several years, we have paid our operating expenses with funds
raised from common stock that we have issued and the sale of marketable
securities we held. During the quarter ended September 30, 2007 we liquidated
all of our remaining shares of Helix and used the proceeds to fund our
investments in DMI. Because of our financial condition, we will not be able to
pursue any business opportunity without a substantial amount of additional
funding, and we cannot provide any assurance that we will be able to obtain that
financing on reasonable terms, if at all.

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<PAGE>

Material Changes in Results of Operations

We are not operating in any business at this time, although we are continuing to
seek out business opportunities. Business opportunities require working capital
to investigate and complete, and at the present time we do not have the
necessary working capital and we can offer no assurance that, if the need
arises, we will be able to obtain financing on reasonable terms, if at all. We
have not received any revenues from operations for more than the past ten years
and, therefore, we anticipate that we will continue to incur losses.

During the nine months ended December 31, 2007, we had an operating loss of
$(240,354). This represents a $139,445 decrease from our operating loss of
$(379,799) for the nine months ended December 31, 2006. The operating loss for
the nine months ended December 31, 2007 was caused primarily by costs and
expenses consisting of accrued but unpaid officer's salary of $112,500, rent and
storage of $49,478, legal fees of $52,302 (as compared to $10,857 for the nine
months ended December 31, 2007) and general and administrative and traveling
expenses of $41,297, with minimal offsetting interest income of $2,827 and
rental income of $24,670. The significant difference between our operations in
2006 and 2007 is based on the $197,527 of our investment in DMI that was
classified as research and development expenses during the nine months ended
September 30, 2006.

For the quarter ended December 31, 2007, total stockholders' equity decreased to
$470,936 (as compared to $683,290 as of March 31, 2007). This represents a
$212,354 decrease in shareholders' equity from March 31, 2007. The decrease in
stockholders' equity is primarily the result of the continued operating losses
experienced by the Company and the corresponding rise in our accumulated
deficit. Compared to December 31, 2006 our shareholders' equity has risen as a
result of the additional paid-in capital due primarily to the amount paid by our
largest shareholder to purchase shares of our common stock.

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
transactions with DMI that were discussed above. Although our agreements with
DMI have been terminated, we remain in discussion with DMI over various business
possibilities. None of these possibilities will be achieved unless we are able
to obtain a significant amount of additional capital, either directly or as a
condition of a business combination. We cannot offer any assurance that we will
be able to succeed in any business combination that involves (directly or
indirectly) DMI or that our interest in DMI will ever become marketable. We will
continue reviewing other opportunities in the biotechnology industry and in
other industries as we become aware of appropriate opportunities.

Management believes that the investment in DMI has a potential for a significant
return, but such return is subject to many significant risks as described in our
most recent 10-KSB. Based on the due diligence conducted by the officer and
directors of Cogenco we have concluded that it is a good business decision for
the Company to continue to invest in DMI. However, since March 2007 all of our
purchases of DMI stock have been funded through the sale of our marketable
securities. As noted above, we did not purchase any additional shares of DMI
during the quarter ended December 31, 2007. As reflected in our balance sheet we
no longer hold any marketable securities and therefore unless we receive
adequate funding it is unlikely that we will be able to make additional
investments in DMI for the foreseeable future.

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Off Balance Sheet Arrangements

We have no off balance sheet arrangements and thus no disclosure is required.
Cogenco has an obligation to pay rent to an unaffiliated party under an office
lease through December 2008 at the rate of $5,350 per month. This obligation is
not reflected on Cogenco's balance sheet, although our rent expense is
recognized on our Statement of Operations.

ITEM 3. CONTROLS AND PROCEDURES

Our management, with the participation of our principal executive officer and
our principal financial officer has evaluated the effectiveness of our
disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as
of December 31, 2007 (the end of the period covered by this report). Based on
that evaluation, our principal executive officer and our principal financial
officer have concluded that these disclosure controls and procedures are
effective as of such date.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to our management, including our principal
executive officer and our principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during
the quarter ended December 31, 2007, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

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ITEM 5. OTHER INFORMATION.

During the quarter ended December 31, 2007 there were no material changes to the
procedures by which security holders may recommend nominees to the Company's
board of directors. Shareholders may recommend nominees to the board of
directors by addressing correspondence to the President.

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: February 12, 2008                   /s/ David W. Brenman
                                          --------------------
                                          David W. Brenman, President
                                          Principal Executive Officer, Principal
                                          Accounting Officer, Principal
                                          Financial Officer and Director








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