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 SECURITIE
-----      EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

                                       OR

           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
-----      EXCHANGE ACT OF 1934

For the transition period from                to
                               --------------    -----------------

Commission file number:   2 - 87052 - D
                          -------------

                           Cogenco International, Inc.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Colorado                                                 84-0914754
--------------------------------------------------------------------------------
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                           Identification Number)

               4085 South Dexter Street, Englewood, Colorado 80113
--------------------------------------------------------------------------------
              (Address of principal executive offices and Zip Code)

                                 (303) 758-1357
--------------------------------------------------------------------------------
                         (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
                                       -----     -----

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
November 10, 2005 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
                                      -----


                                                                       Page No.
                                                                       --------

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

Balance Sheet - March 31, 2005 and September 30, 2005 (unaudited)          3

Statement of Operations - For the Three and Six Months Ended
September 30, 2004 and 2005 and Cumulative Amounts from
Inception of the Development Stage (July 26, 1990) through
September 30, 2005 (unaudited)                                           4-5

Statement of Stockholders' Equity - For the Six Months Ended
September 30, 2005 (unaudited)                                             6

Statement of Cash Flows - For the Six Months Ended September 30, 2004
and 2005 and Cumulative Amounts from Inception of the Development
Stage (July 26, 1990) through September 30, 2005 (unaudited)               7

Notes to Unaudited Financial Statements                                  8-9

Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations                                                     10

Item 3: Controls and Procedures                                           12

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

Signatures                                                                14

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


<PAGE>


                                            COGENCO INTERNATIONAL, INC.
                                           (A Development Stage Company)
                                                  BALANCE SHEET
                                       March 31, 2005 and September 30, 2005
                                                   (Unaudited)
<TABLE>
<CAPTION>

                                                     ASSETS
                                                     ------

                                                                          March              September
                                                                      -----------             -----------
<S>                                                                   <C>                     <C>
Current asset:
    Cash, in interest bearing accounts                                $    95,460             $   329,088

Computer equipment, at cost, net of accumulated                              --                     1,834
    depreciation of $3,572
Stand Still Fee and Codevelopment Payments                                100,000               1,450,000
                                                                      -----------             -----------


Total assets                                                          $   195,460             $ 1,780,922
                                                                      ===========             ===========

                                         LIABILITIES AND STOCKHOLDERS' EQUITY
                                         ------------------------------------
Liabilities:
Current Liabilities:
    Accounts payable                                                  $      --               $     4,937

Stockholders' equity:
Preferred stock, $.01 par value; 10,000,000 shares
    authorized, no shares issued and outstanding                             --                      --
Common stock, $.01 par value; 50,000,000 shares
    authorized, 2,208,756 (March) and 2,578,756 (September)
    shares issued and outstanding                                          22,088                  25,788
Additional paid-in capital                                              2,275,200               5,693,975
Accumulated deficit (including $2,574,317 deficit
    accumulated during the development stage at
    September 30, 2005)                                                (2,101,828)             (3,943,778)
                                                                      -----------             -----------

    Total stockholders' equity                                            195,460               1,775,985
                                                                      -----------             -----------

    Total liabilities and stockholders' equity                        $   195,460             $ 1,780,922
                                                                      ===========             ===========


                                     See accompanying notes and accountant's report.

                                                          3
<PAGE>


                                     COGENCO INTERNATIONAL, INC.
                                   (A Development Stage Company)
                                     STATEMENT OF OPERATIONS
                           For the Three Months Ended September 30, 2004 and 2005
                                           (Unaudited)


                                                              2004                        2005
                                                              ----                        ----

Revenues:
   Interest income                                         $        21                 $        69

Costs and expenses:
   Research and development                                       --                     1,800,000
   Legal fees - related party (Note 3)                           1,500                       1,500
   Legal fees                                                    5,135                       3,514
   Consulting and travel expenses-
     related party                                                --                         9,903
   General and administration                                    2,954                       5,518
   Storage expenses                                                297                        --
                                                           -----------                 -----------

        Total costs and expneses                                 9,886                   1,820,435
                                                           -----------                 -----------

            Net loss (Note 2)                              $    (9,865)                $(1,820,366)
                                                           ===========                 ===========

Basic and diluted number of common share                   $      --                   $      (.75)
                                                           ===========                 ===========

Weighted average number of common
  shares outstanding                                         2,006,147                   2,433,104

See accompanying notes and accountant's report.

                                                  4


<PAGE>



                                           COGENCO INTERNATIONAL, INC.
                                          (A Development Stage Company)
                                             STATEMENT OF OPERATIONS
                 For the Six Months Ended September 30, 2004 and 2005 and Cumulative Amounts
              from Inception of the Development Stage (July 26, 1990) Through September 30, 2005
                                                     (Unaudited)

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

Revenues:
    Interest income                             $        39             $       126             $    42,236

Costs and expenses:
    Research and development                           --                 1,800,000               1,800,000
    Legal fees - related party (Note 3)               3,000                   3,000                 199,770
    Legal fees                                       10,475                  14,759                  45,370
    Consulting and travel expenses -
      related party                                    --                     9,903                 168,979
    Dry hole costs                                     --                      --                   123,086
    General and administration                        8,465                  14,009                 272,293
    Storage expenses                                    297                     405                   3,483
    Depreciation                                       --                      --                     3,572
                                                -----------             -----------             -----------

      Total costs and expenses                       22,237               1,842,076               2,616,553
                                                -----------             -----------             -----------

        Net loss (Note 2)                       $   (22,198)            $(1,841,950)            $(2,574,317)
                                                ===========             ===========             ===========

Basic and diluted loss per common share         $      (.01)            $      (.78)            $     (1.67)
                                                ===========             ===========             ===========

Weighted average number of common
    shares outstanding                            1,898,046               2,374,002               1,537,190
                                                ===========             ===========             ===========


                                       See accompanying notes and accountant's report.

                                                             5
<PAGE>


                                                      COGENCO INTERNATIONAL, INC.
                                                     (A Development Stage Company)
                                                   STATEMENT OF STOCKHOLDERS' EQUITY
                                               For the Six Months Ended September 30, 2005
                                                              (Unaudited)


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

Balance at March 31, 2005                2,208,756       $    22,088       $ 2,275,200       $(2,101,828)       $   195,460
Sale of common stock in
 private placements (Note 4)               370,000             3,700         3,418,775              --            3,422,475
Net loss for the six months
 ended September 30, 2005                     --                --                --          (1,841,950)        (1,841,950)
                                       -----------       -----------       -----------       -----------        -----------

Balance at September 30, 2005            2,578,756       $    25,788       $ 5,693,975       $(3,943,778)       $ 1,775,985
                                       ===========       ===========       ===========       ===========        ===========


                                            See accompanying notes and accountant's report.

                                                                  6
<PAGE>


                                      COGENCO INTERNATIONAL, INC.
                                     (A Development Stage Company)
                                         STATEMENT OF CASH FLOWS
                 For the Six Months Ended September 30, 2004 and 2005 and Cumulative Amounts
              from Inception of the Development Stage (July 26, 1990) Through September 30, 2005
                                              (Unaudited)


                                                        Six months Ended September 30,             Cumulative
                                                        ------------------------------             amounts from
                                                           2004                 2005                 Inception
                                                           ----                 ----                 ---------

Cash flows from operating activities:
    Net loss                                            $   (22,198)          $(1,841,950)          $(2,574,317)
    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
        Change in accounts payable                             --                   4,937                 9,934
                                                        -----------           -----------           -----------

        Net cash used in operations                         (22,198)           (1,837,013)           (2,510,811)

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

        Net cash used in investing activities                  --              (1,351,834)           (1,455,406)

Cash flows from financing activities:
    Proceeds from sale of common stock                       40,000             3,422,475             4,295,275
    Short-term borrowings                                      --                    --                 100,000
    Repayments of short-term borrowings                        --                    --                (100,000)
                                                        -----------           -----------           -----------

        Net cash provided by financing
          activities                                         40,000             3,422,475             4,295,275
                                                        -----------           -----------           -----------

Net increase in cash                                         17,802               233,628               329,058

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

Cash and cash equivalents at
    end of period                                       $    47,314           $   329,088           $   329,088
                                                        ===========           ===========           ===========


                                         See accompanying notes and accountant's report.

                                                               7
</TABLE>

<PAGE>


1.   Basis of presentation
     ---------------------

     The accompanying financial statements have been prepared by the Company,
     without audit. In the opinion of management, the accompanying unaudited
     financial statements contain all adjustments (consisting of only normal
     recurring accruals) necessary for a fair presentation of the financial
     position as of March 31, 2005 and September 30, 2005, and the results of
     operations and cash flows for the periods ended September 30, 2004 and
     2005.

2.   Income taxes
     ------------
     No provision for income taxes is required at March 31, 2005 and September
     30, 2005 because, in management's opinion, the effective tax rate for the
     years will be zero.

     As of March 31, 2005 and September 30, 2005, total deferred tax assets and
      valuation allowance are as follows:

                                                    March 31,    September 30,
                                                      2005          2005
                                                      ----          ----
Deferred tax assets resulting from:
  Loss carryforward                                $ 143,600       $ 159,200
  Future deduction for
  research and development                              --           671,400
Valuation allowance                                 (143,600)       (830,600)
                                                   ---------       ---------

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

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

     For the period from inception of the development stage to September 30,
     2005, the Company incurred legal costs of $88,221, from a law firm which
     was formerly a principal stockholder. A former principal of that law firm
     is a relative of an officer and director of the Company.

     For the six months ended September 30, 2004, and 2005, and from inception
     of the development stage, the Company incurred legal costs of $3,000,
     $3,000, and $113,049, respectively, from two law firms in which a principal
     of each law firm is a relative of an officer and director of the Company.

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

     o    Annual salary shall be $150,000;
     o    Employment is for a 5 year term;
     o    The employee is subject to Confidentiality/non-competition/protection
          of trade secrets/non-solicitation provisions;
     o    The employment agreement provides for premature termination in certain
          circumstances; and
     o    The employee has certain rights in the event of a change of control of
          Cogenco including a two year extension of his employment term and a
          requirement that his full salary (through the term of the agreement)
          be paid to him within 30 days of such change of control. Change of
          control can also constitute a basis on which the employee can
          terminate the agreement prematurely.

                                       8
<PAGE>


3.   Related party transactions (continued)
     -------------------------------------

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

     Cogenco has raised $3,900,000 through September 30, 2005 from offshore
     private placements using a Liechtenstein-based fund manager, MJM as a
     finder. MJM and Cogenco entered into a Finder's Agreement by which Cogenco
     agreed: to engage MJM on a non-exclusive basis; to pay MJM a finder's fee
     of 7 1/2% of the funds raised from MJM's European clients; and to reimburse
     MJM for related expenses. The parties also agreed that each party shall be
     entitled to indemnification under certain circumstances. MJM has raised
     $3,900,000 for Cogenco, and Cogenco has paid MJM a $292,500 finder's fee.
     MJM paid one-third of the finder's fee to David W. Brenman, president of
     Cogenco, in accordance with an oral agreement between them. Pursuant to
     that oral agreement, Mr. Brenman will also 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 one of our principal shareholders 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. With the consent of the unaffiliated landlord,
     Cogenco has agreed to sublease a portion of the space (approximately 1,605
     square feet) to another company (Micro-Imaging Solutions, Inc. or "MIS")
     for $2,675 per month (Cogenco's cost). MIS will also be responsible for its
     pro-rata share of other expenses incurred under the lease. An affiliate of
     David Brenman has a significant equity interest in MIS. The lease and
     sublease was approved by the remaining members of the Cogenco board of
     directors, including Mr. David Brenman's father and his brother-in-law.


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

     For the six months ended September 30, 2005, Cogenco issued 370,000 shares
     of its common stock to four, offshore, European accredited investors in
     exchange for their investment of $3,700,000.


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

     In August 2004, Cogenco entered into a letter agreement with DMI
     BioSciences, Inc. ("DMI") for an agreement by which Cogenco would
     participate in the development of a drug for the treatment of asthma in
     humans. The parties modified this agreement in November 2004 and, pursuant
     to the modification, Cogenco paid DMI $100,000 and entered into a
     co-development agreement with DMI. 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. The August 2004 letter agreement (as
     amended) also provides 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). If the business combination
     does not occur by December 31, 2005, 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. Of the total payments
     of $3,250,000 made to DMI, we included $1,800,000 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
     September 30, 2005 on research and development expenses and related
     expenses.

                                       9
<PAGE>


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

     Material Changes in Financial Condition

     At September 30, 2005, we had working capital of $324,151 as compared to
     working capital of $95,460 on March 31, 2005. The increase is attributable
     primarily to $3,422,475 in net proceeds from the sale of its common stock,
     offset in part by expenditures of funds for payment to an unaffiliated
     company of a "co-development payment" pursuant to the terms of a
     co-development agreement with DMI Biosciences, Inc. ("DMI") of Englewood,
     Colorado.

     As previously reported, in August 2004, Cogenco entered into a letter
     agreement with DMI, for an agreement by which Cogenco would participate in
     the development of a drug for the treatment of asthma in humans.

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

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

     DMI's principal place of business is 3601 South Clarkson Street, Suite 420,
     Englewood, Colorado 80113-3948, telephone 303-798-1929; fax: 303-789-0510.
     DMI's website is www.dmibio.com. DMI is a private company and does not file
     reports under the Securities Exchange Act of 1934. DMI and Congenco
     modified the agreements in November 2004, February 2005, and June 2005, and
     (pursuant to the modifications), Cogenco paid DMI $100,000 as a
     "stand-still" fee, and entered into a co-development agreement (the "CODA")
     with DMI. In March 2005, the parties further modified their agreements,
     effective as of February 22, 2005.

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

     Under the CODA, DMI and Cogenco agreed to screen specific chemical
     compounds ("Compounds") for the treatment of asthma in humans, and to
     perform research and development on these Compounds with the goal of
     commercializing any resulting products. Under the CODA, DMI's
     responsibilities relate primarily to research and development and
     developing products for commercialization; Cogenco's primary responsibility
     is to provide the necessary funding, including $3,250,000 which has been
     paid to date. The CODA establishes an Advisory Committee to supervise and

                                       10

<PAGE>

     coordinate, in accordance with the terms of this Agreement, all of the
     activities contemplated by this CODA, including the screening of certain
     chemical substances, and the research, development and commercialization of
     products developed for the treatment of asthma in humans. Under the CODA,
     Cogenco will be an equal member of the Advisory Committee with DMI.
     Cogenco does not currently have sufficient capital to meet its subsequent
     funding commitments to DMI, and there can be no assurance that adequate
     financing will be available to Cogenco on reasonable terms when required.
     These additional commitments are:

     o    Funding of research and development activities pursuant to a mutually
          agreed upon budget;

     o    $1,000,000 not later than five days after we commence phase 1 clinical
          trials of a product;

     o    $2,500,000 not later than five days after we commence phase 2 or phase
          2a clinical trials of a product;

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

     o    $10,000,000 not later than five days after regulatory approval of a
          product in a Major Market Country.

     If there are any profits on sales of the product or license fees (which we
     cannot assure), we will share the profits equally with DMI. Even though the
     research and development will be accomplished primarily with funds to be
     provided by Cogenco, the CODA provides that DMI will retain ownership of
     the intellectual property relating to the Compounds and any products
     developed. As is indicated above, our rights to participate in the CODA
     depend on our ability to meet our financial obligations. At the present
     time we do not have the ability to meet our financial obligations and we
     cannot offer any assurance that we will be able to do so.

     The August 2004 letter agreement (as amended) also provides 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). The parties have not achieved any agreement with respect to a
     business transaction and are not likely to negotiate any such agreement
     until (if ever) Cogenco becomes adequately funded. The parties have not yet
     commenced discussions for a business combination or for an extension of the
     December 31, 2005 date, and there can be no assurance that it will succeed
     in completing any such transaction or extending the date. If the business
     combination does not occur by December 31, 2005 (or any extension of that
     date), the $3,250,000 investment paid will be automatically converted into
     1,000,000 shares of DMI common stock and Cogenco will become a minority
     shareholder of DMI. Of the total payments of $3,250,000 made to DMI, we
     included $1,800,000 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 September 30, 2005 on research and
     development expenses and related expenses.

     As described in Cogenco's Form 10-KSB for the year ended March 31, 2005,
     there are significant risks associated with Cogenco's participation in the
     CODA with DMI.

     During the quarter, we had an operating loss of $($1,820,366) which was
     caused principally by costs and expenses consisting of research and
     development costs of $1,800,000, accounting fees of $2,810, legal fees of
     $5,014, and miscellaneous expenses of $12,611 with minimal offsetting
     interest income of $69. No charges have been made for any salary or other
     compensation payable to our president for the three month period ended
     September 30, 2005, since our officers have waived any compensation. No
     charge has been made for rent, since the cost would be minimal. We expect
     to continue incurring expenses for seeking and evaluating business
     prospects until it acquires or participates in a business opportunity.
     Since we became inoperative in 1988, management has been seeking an
     appropriate acquisition candidate to acquire.

     During the quarter, we raised an additional $1,700,000 (a net of $1,572,500
     after payment of a finder's fee to an offshore entity). We issued 170,000

                                       11
<PAGE>


     shares for the amount raised, and expended $1,650,000 of the proceeds
     pursuant to the terms of a co-development agreement with an unaffiliated
     private company.

     Material Changes in Results of Operations

     The Company is not operating in any business at this time but is continuing
     to seek out business opportunities and, if appropriate financing is
     obtained, will operate in the business of an acquired company. It is
     anticipated that the Company will continue to incur losses in the near
     future. The Company's losses increased significantly during the quarter and
     six months ended September 30, 2005 as compared to previous years because
     of the significant research and development expense incurred in connection
     with the transaction with DMI as described above.

     Plan of Operations

     We are not engaged in any business operations at the present time. Although
     management receives proposals for business opportunities from third parties
     and seeks out business opportunities with others, we have not actively
     pursued any such business opportunity in more than the past two years until
     our recent expenditure of $3,250,000 in connection with an exclusive right
     of negotiation and a payment under a co-development agreement with DMI. We
     will continue reviewing opportunities in the oil and gas and biotechnology
     industries and in other industries as management becomes aware of
     appropriate opportunities. Because we will likely need a substantial amount
     of capital from third parties, there can be no assurance that we will be
     able to invest in other business opportunities.

     During the current fiscal quarter, we expect to spend time and money
     negotiating a business opportunity with DMI Biosciences, Inc., an
     unaffiliated private company, to which we have paid a total of $3,250,000
     pursuant to a Co-Development Agreement. Neither we nor the private company
     have any obligations other than to engage in good faith negotiations for an
     agreement which, if completed, will result in a business combination.

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

     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. 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.

                                       12

<PAGE>


                            PART II Other Information

Item 1. Legal Proceedings.

     Not applicable.

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

On September 15 and 20, 2005, we received subscriptions from an offshore,
European accredited investor in exchange for a total investment of $1,700,000.
The following sets forth the information required by Item 701 in connection with
that transaction:

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

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

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

(d) We relied on the exemption from registration provided by Sections 4(2) and
4(6) under the Securities Act of 1933 for this transaction, as well as
Regulation D and Regulation S. We did not engage in any public advertising or
general solicitation in connection with this transaction. We provided the
accredited investor with disclosure of all aspects of our business, including
providing the accredited investor with our reports filed with the Securities and
Exchange Commission, our press releases, access to our auditors, and other
financial, business, and corporate information. Based on our investigation, we
believe that the accredited investor obtained all information regarding Cogenco
it requested, received answers to all questions it posed, and otherwise
understood the risks of accepting our securities for investment purposes.

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

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

     (a) Not applicable.

     (b) Not applicable.

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<PAGE>


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: November 14, 2005                  /s/ David W. Brenman
                                        ----------------------------------------
                                        David W. Brenman, President
                                        Principal Executive Officer,
                                        Principal Accounting Officer,
                                        Principal Financial Officer and Director


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