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, 2000

                                       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 1001, 1775 Sherman Street, Denver, Colorado  80203
--------------------------------------------------------------------------------
               (Address of principal executive offices and Zip Code)

                                 (303) 894-0234
--------------------------------------------------------------------------------
                         (Registrant's telephone number)

                                       N/A
               (Former name, former address and former fiscal year,
                           if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days: Yes X No

                       APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of the issuer's classes of common stock, as of
January 11, 2001 is 1,788,756 shares, $.01 par value.



<PAGE>




                                COGENCO INTERNATIONAL, INC.
                               (A Development Stage Company)


                                      INDEX


                                                                        Page No.
                                                                        --------

   PART I. FINANCIAL INFORMATION

   Balance Sheet - March 31, 2000 and December 31, 2000 (unaudited)          1

   Statement of Operations - For the Three Months Ended December 31,
   1999 and 2000 (Unaudited)                                                 2

   Statement of Operations - For the Nine Months Ended
   December 31, 1999 and 2000 and Cumulative Amounts
   from Inception of the Development Stage (July 26,
   1990) through December 31, 2000 (unaudited)                               3

   Statement of Stockholders' Equity - For the Nine Months Ended
   December 31, 2000 (unaudited)                                             4

   Statement of Cash Flows - For the Nine Months Ended
   December 31, 1999 and 2000 and Cumulative Amounts
   from Inception of the Development Stage (July 26,
   1990) through December 31, 2000 (unaudited)                               5

   Notes to Unaudited Financial Statements                                   6

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

   PART II. OTHER INFORMATION                                                7



<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                      March 31, 2000 and December 31, 2000
                                   (Unaudited)


                                     ASSETS

                                                      March 31,     December 31,
                                                        2000            2000
                                                     -----------    ------------
Current asset:
   Cash, of which $87,058 (March) and $73,265
    (December) is in an interest bearing account     $    87,058    $    75,590

Computer equipment, at cost, net of accumulated
   depreciation of $3,069 (March) and $3,444
   (December)                                                503            128
                                                     -----------    -----------

                                                     $    87,561    $    75,718
                                                     ===========    ===========


                              STOCKHOLDERS' EQUITY


Stockholders' equity:
   Preferred stock, $.01 par value;
    10,000,000 shares authorized, no shares
    issued and outstanding                           $      --      $      --
   Common stock, $.01 par value; 50,000,000 shares
    authorized, 1,788,756 shares issued and
    outstanding                                           17,888         17,888
   Additional paid-in capital                          2,054,400      2,054,400
   Accumulated deficit (including $627,109 deficit
    accumulated during the development stage at
    December 31, 2000)                                (1,984,727)    (1,996,570)
                                                     -----------    -----------

    Total stockholders' equity                       $    87,561    $    75,718
                                                     ===========    ===========


                             See accompanying notes.
                                        1

<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
              For the Three Months Ended December 31, 1999 and 2000
                                   (Unaudited)


                                                      1999             2000
                                                   -----------      -----------
Revenues:
   Interest income                                 $     1,017      $       779

Costs and expenses:
   Legal fees - related party (Note 3)                     506            1,512
   General and administration                            1,221            1,163
   Depreciation                                            125              125
                                                   -----------      -----------

    Total costs and expenses                             1,852            2,800
                                                   -----------      -----------

      Net loss (Note 2)                            $      (835)     $    (2,021)
                                                   ===========      ===========

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

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

    *    Less than $.01 per share


                             See accompanying notes.
                                        2

<PAGE>


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
       For the Nine Months Ended December 31, 1999 and 2000 and Cumulative
         Amounts from Inception of the Development Stage (July 26, 1990)
                            Through December 31, 2000
                                   (Unaudited)

                                              Nine Months           Cumulative
                                           Ended December 31,      amounts from
                                          1999           2000        Inception
                                          ----           ----        ---------
Revenues:
   Interest income                    $     3,098    $     2,655    $    39,761

Costs and expenses:
   Legal fees - related party
    (Note 3)                                2,740          7,675        172,679
   Consulting and travel expenses -
    related party (Note 3)                   --             --          152,380
   Dry hole costs                            --             --          123,086
   General and administration               6,353          6,448        215,281
   Depreciation                               375            375          3,444
                                      -----------    -----------    -----------

    Total costs and expenses                9,468         14,498        666,870
                                      -----------    -----------    -----------

      Net loss (Note 2)               $    (6,370)   $   (11,843)   $  (627,109)
                                      ===========    ===========    ===========

Basic and diluted loss per common
  share                                         *              *    $     (0.46)
                                      ===========    ===========    ===========

Weighted average number of common
   shares outstanding                   1,788,756      1,788,756      1,369,566
                                      ===========    ===========    ===========

    *    Less than $.01 per share



                             See accompanying notes.
                                        3

<PAGE>
<TABLE>

                                    COGENCO INTERNATIONAL, INC.
                                   (A Development Stage Company)
                                 STATEMENT OF STOCKHOLDERS' EQUITY
                           For the Nine Months Ended December 31, 2000
                                             (Unaudited)
<CAPTION>

                                                                    Additional                   Total
                                               Common stock           paid-in    Accumulated  stockholders'
                                            Shares       Amount       capital      deficit       equity
                                            ------       ------     ----------   -----------  -------------
<S>                                        <C>          <C>         <C>          <C>          <C>

Balance,  March 31, 2000                   1,788,756    $17,888     $2,054,400   $(1,984,727)    $ 87,561

   Net loss for the nine months ended
    December 31, 2000                              -          -              -       (11,843)     (11,843)
                                           ---------    -------     ----------   -----------     --------

Balance, December 31, 2000                 1,788,756    $17,888     $2,054,400   $(1,996,570)    $ 75,718
                                           =========    =======     ==========   ===========     ========

</TABLE>

                                       See accompanying notes.
                                                4

<PAGE>



                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
       For the Nine Months Ended December 31, 1999 and 2000 and Cumulative
         Amounts from Inception of the Development Stage (July 26, 1990)
                            Through December 31, 2000


                                             Nine Months            Cumulative
                                          Ended December 31,       amounts from
                                          1999           2000        Inception
                                          ----           ----        ---------
 Cash flows from operating activities:
   Net loss                                 $  (6,370)   $ (11,843)   $(627,109)
   Adjustment to reconcile net loss to
    net cash used in operating
    activities:
      Depreciation expense                        375          375        3,444
      Consulting fees paid directly by
       common stock purchasers                   --           --         50,000
      Increase (decrease) in accounts
       payable                                   --           --          4,997
                                            ---------    ---------    ---------

      Net cash used in operations              (5,995)     (11,468)    (568,668)

Cash flows from investing activities:
   Purchase of computer equipment                --           --         (3,572)
                                            ---------    ---------    ---------

      Net cash used in investing
       activities                                --           --         (3,572)

Cash flows from financing activities:
   Proceeds from sale of common stock            --           --        647,800
   Short-term borrowings                         --           --        100,000
   Repayments of short-term borrowings           --           --       (100,000)
                                            ---------    ---------    ---------

      Net cash provided by financing
       activities                                --           --        647,800
                                            ---------    ---------    ---------

Net increase (decrease) in cash                (5,995)     (11,468)      75,560

Cash and cash equivalents at
   beginning of year                           94,735       87,058           30
                                            ---------    ---------    ---------

Cash and cash equivalents at
   end of year                              $  88,740    $  75,590    $  75,590
                                            =========    =========    =========



                             See accompanying notes.
                                        5

<PAGE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                December 31, 2000


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, 2000 and December 31, 2000, and the results of
     operations and cash flows for the periods ended December 31, 1999 and 2000.

2. Income taxes

     No provision for income taxes is required at March 31, 2000, and December
     31, 2000 because, in management's opinion, the effective tax rate for the
     years will be zero.

     As of March 31, 2000 and December 31, 2000, total deferred tax assets and
     valuation allowance are as follows:

                                                     March 31,   December 31,
                                                       2000          2000
                                                     ---------   ------------
     Deferred tax assets resulting from loss
       carryforward                                  $ 240,000     $ 248,000
     Valuation allowance                              (240,000)     (248,000)
                                                     ---------     ---------

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


3. Related party transactions

     For the period from inception of the development stage to December 31,
     2000, the Company incurred legal costs of $88,221, from a law firm which
     was formerly a principal stockholder. A former principal of that law firm
     is a relative of an officer and director of the Company.

     For the nine months ended December 31, 1999, and 2000, and from inception
     of the development stage, the Company incurred legal costs of $2,740,
     $7,675 and $84,458 respectively, from a law firm in which a principal of
     the law firm is a relative of an officer and director of the Company.



                                        6

<PAGE>

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

     Material Changes in Financial Condition

     At December 31, 2000, the Company had working capital of $75,590 as
     compared to working capital of $87,058 on March 31, 2000. The decrease is
     attributable primarily to a net operating loss for the nine month period of
     $11,843. This was caused principally by costs and expenses consisting of
     legal fees of $7,675, accounting fees of $4,034, miscellaneous expenses of
     $2,789 with minimal offsetting interest income of $2,655. No charges have
     been made for management of the Company for the nine month period ended
     December 31, 2000 since the officers of the Company waived any management
     fees payable by the Company. No charge has been made for rent, since the
     cost would be minimal. The Company expects to continue incurring expenses
     for seeking and evaluating business prospects until it acquires or
     participates in a business opportunity. Since the Company became
     inoperative in 1988, its management has been seeking an appropriate
     acquisition candidate to acquire.

     Material Changes in Results of Operations

     The Company is not operating in any business at this time but is continuing
     to seek out business opportunities and, if appropriate financing is
     obtained, will operate in the oil and gas business. It is anticipated that
     the Company will continue to incur losses in the near future.

     The Company's management does not believe that the Company will be
     materially adversely affected by the computer software Year 2000 issue. The
     Company has not had any problem in connection with the Year 2000 issue. The
     Company's vendors and suppliers may have some exposure to the issue but at
     this time, management does not anticipate any adverse impact on the
     Company's operations. The Company believes that some of its software and
     hardware may not be Year 2000 compliant and intends to upgrade its hardware
     and software, as necessary to achieve Year 2000 compliance. It is believed
     that costs to upgrade the Company's hardware and software will not
     materially effect the results of operations.

     PART II

     Item 6. Exhibits and Reports on Form 8-K

     A. Exhibits

          Exhibit 27 - Financial Data Schedule

     B. Reports on Form 8-K

          During the quarter ended December 31, 2000, the Registrant has filed
          no reports on Form 8-K.

                                        7

<PAGE>



                                   SIGNATURES


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

Date: January 24, 2001                             /s/ David W. Brenman
                                             ---------------------------------
                                                   David W. Brenman, President


                                        8