UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB




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

For the quarterly period ended June 30, 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
July 18, 2000 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 June 30, 2000 (unaudited)            1

    Statement of  Operations - For the Three Months Ended
    June 30, 1999 and 2000 and  Cumulative  Amounts from
    Inception of the  Development  Stage (July 26, 1990)
    through June 30, 2000 (unaudited)                                       2

    Statement of Stockholders' Equity - For the Three Months Ended
    June 30, 2000 (unaudited)                                               3

    Statement  of Cash Flows - For the Three Months Ended
    June 30, 1999 and 2000 and Cumulative Amounts from
    Inception of the Development Stage (July 26, 1990)
    through June 30, 2000 (unaudited)                                       4

    Notes to Unaudited Financial Statements                                 5

    Management's Discussion and Analysis of Financial Condition and
    Results of Operations                                                   6

    PART II.   OTHER INFORMATION                                            6

<PAGE>
<TABLE>
<CAPTION>


                                       COGENCO INTERNATIONAL, INC.
                                      (A Development Stage Company)
                                             BALANCE SHEET
                                    March 31, 2000 and June 30, 2000
                                              (Unaudited)

                                     ASSETS

                                                             March 31,                 June 30,
                                                               2000                      2000
                                                             ---------                 ---------
Current asset:
   <S>                                                      <C>                       <C>
   Cash, in interest bearing accounts                       $    87,058               $    85,594

Computer equipment, at cost, net of accumulated
   depreciation of $3,069 (March) and $3,194 (June)                 503                       378
                                                            -----------               -----------

                                                            $    87,561               $    85,972
                                                            ===========               ===========


                       LIABILITIES & STOCKHOLDERS' EQUITY

Liabilities:
   Accounts Payable                                         $      --                 $     6,950

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 $623,805 deficit
    accumulated during the development stage)                (1,984,727)               (1,993,266)
                                                            -----------               -----------

    Total stockholders' equity                                   87,561                    79,022
                                                            -----------               -----------

                                                            $    87,561               $    85,972
                                                            ===========               ===========


                                     See accompanying notes.

                                               1
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                           COGENCO INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENT OF OPERATIONS

     For the Three Months Ended June 30, 1999 and 2000 and Cumulative Amounts
from Inception of the Development Stage (July 26, 1990) Through June 30, 2000
                                    (Unaudited)

                                               Three Months Ended        Cumulative
                                                    June 30             amounts from
                                              1999           2000        Inception
                                          -----------    -----------    ------------
Revenues:
   <S>                                    <C>            <C>            <C>
   Interest income                        $     1,054    $       971    $    38,077

Costs and expenses:
   Legal fees - related party (Note 3)          1,460          5,378        170,382
   Consulting and travel expenses -
    related party                                --             --          152,380
   Dry hole costs (Note 3)                       --             --          123,086
   General and administration                   3,965          4,007        212,840
   Depreciation                                   125            125          3,194
                                          -----------    -----------    -----------

    Total costs and expenses                    5,550          9,510        661,882
                                          -----------    -----------    -----------

      Net loss (Note 2)                   $    (4,496)   $    (8,539)   $  (623,805)
                                          ===========    ===========    ===========

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

Weighted average number of common
   shares outstanding                       1,788,756      1,788,756      1,348,300
                                          ===========    ===========    ===========

    * Less than $.01 per share


                             See accompanying notes.

                                        2
</TABLE>

<PAGE>
<TABLE>


                                             COGENCO INTERNATIONAL, INC.
                                            (A Development Stage Company)
                                         STATEMENT OF STOCKHOLDERS' EQUITY
                                     For the Three Months Ended June 30, 2000
                                                   (Unaudited)
<CAPTION>

                                                                      Additional                     Total
                                                Common stock           paid-in     Accumulated    stockholders'
                                            Shares        Amount       capital       deficit         equity
                                          ----------   -----------   -----------   -----------    -----------
<S>                                        <C>         <C>           <C>           <C>            <C>
Balance at March 31, 2000                  1,788,756   $    17,888   $ 2,054,400   $(1,984,727)   $    87,561

   Net loss for the three months ended
    June 30, 2000                               --            --            --          (8,539)        (8,539)
                                         -----------   -----------   -----------   -----------    -----------

Balance, June 30, 2000                     1,788,756   $    17,888   $ 2,054,400   $(1,993,266)   $    79,022
                                         ===========   ===========   ===========   ===========    ===========
</TABLE>


                                           See accompanying notes.

                                                    3

<PAGE>

<TABLE>
<CAPTION>


                             COGENCO INTERNATIONAL, INC.
                            (A Development Stage Company)
                               STATEMENT OF CASH FLOWS

    For the Three  Months  Ended June 30, 1999 and 2000 and  Cumulative  Amounts
 from Inception of the Development Stage (July 26, 1990) Through June 30, 20009
                                     (Unaudited)

                                                Three Months Ended      Cumulative
                                                      June 30          amounts from
                                                 1999         2000      Inception
                                              ---------    ---------    ---------
Cash flows from operating activities:
   <S>                                        <C>          <C>          <C>
   Net loss                                   $  (4,496)   $  (8,539)   $(623,805)
   Adjustment to reconcile net loss to net
    cash used in operating activities:
      Depreciation expense                          125          125        3,194
      Consulting fees paid directly by
       common stock purchasers                     --           --         50,000
      Increase in accounts payable                 --          6,950       11,947
                                              ---------    ---------    ---------

      Net cash used in operations                (4,371)      (1,464)    (558,664)

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                  (4,371)      (1,464)      85,564

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

Cash and cash equivalents at
   end of period                              $  90,364    $  85,594    $  85,594
                                              =========    =========    =========



                             See accompanying notes.

                                        4
</TABLE>


<PAGE>




                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                  June 30, 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 June 30, 2000, and the results of
     operations and cash flows for the periods ended June 30, 1999 and 2000.

2.   Income taxes

     No provision for income taxes is required at March 31, 2000 and June 30,
     2000 because, in management's opinion, the effective tax rate for the years
     will be zero.

     As of March 31, 2000 and June 30, 2000, total deferred tax assets and
     valuation allowance are as follows:

                                                       March 31,      June 30,
                                                         2000           2000
                                                         ----           ----
     Deferred tax assets resulting from loss
       carryforward                                   $ 240,000      $ 243,000
     Valuation allowance                               (240,000)      (243,000)
                                                      ---------      ---------

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


3.   Related party transactions

     For the period of inception of the development stage to June 30, 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 three months ended June 30, 1999, and 2000, and from inception of
     the development stage, the Company incurred legal costs of $1,460, $5,378
     and $82,161, respectively, from a law firm in which a principal of the law
     firm is a relative of an officer and director of the Company.

                                        5

<PAGE>


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

     Material Changes in Financial Condition

     At June 30, 2000, the Company had working capital of $79,022 as compared to
     working capital of $87,561 on March 31, 2000. The decrease is attributable
     primarily to a net operating loss for the three month period of $8,539.
     This was caused principally by costs and expenses consisting of legal fees
     of $5,378, accounting fees of $2,845, miscellaneous expenses of $1,287 with
     minimal offsetting interest of $971. No charges have been made for
     management of the Company for the three month period ended June 30, 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 problems 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 June 30, 2000, the Registrant has filed no
          reports on Form 8-K.

                                        6

<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: August 1, 2000                                 /s/ David W. Brenman
                                                   --------------------------
                                                   David W. Brenman, President

                                        7