Exhibit 31


                            CERTIFICATION PURSUANT TO
    SECURITIES EXCHANGE ACT OF 1934: RULES 13a-14, 13a-15, 15d-14, and 15d-15
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, David W. Brenman, certify that:


1.   I  have  reviewed  this   quarterly   report  on  Form  10-QSB  of  Cogenco
     International, Inc.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4. I am responsible for establishing and maintaining disclosure
         controls and procedures (as defined in Exchange Act Rules 13a-14 and
         15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  my   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures  based on my
          evaluation as of the Evaluation Date;

5.   I have disclosed,  based on my most recent evaluation,  to the registrant's
     auditors and the audit  committee of  registrant's  board of directors  (or
     persons   performing  the  equivalent   functions):   a)  all   significant
     deficiencies  in the design or operation of internal  controls  which could
     adversely affect the registrant's ability to record, process, summarize and
     report financial data and have identified for the registrant's auditors any
     material weaknesses in internal controls;  and b) any fraud, whether or not
     material,   that  involves   management  or  other  employees  who  have  a
     significant role in the registrant's internal controls; and

6.   I have  indicated in this quarterly  report whether there were  significant
     changes in internal  controls or in other factors that could  significantly
     affect  internal  controls  subsequent  to  the  date  of  my  most  recent
     evaluation,  including any  corrective  actions with regard to  significant
     deficiencies and material weaknesses.


Dated: February 17, 2004                            /s/ David W. Brenman
                                                    ---------------------------
                                                               David W. Brenman
                                                    Chief Executive Officer and
                                                        Chief Financial Officer