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|FORM 10-KSB/A-1                          
|                                         
|SECURITIES AND EXCHANGE COMMISSION       
|Washington, D.C. 20549                   
|                                         
|[X]                                       |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     
|                                          |  | SECURITIES EXCHANGE ACT OF 1934                           |  |                        
|                                         
|For the fiscal year ended: March 31, 2008
|                                         
|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-DCOGENCO INTERNATIONAL, INC.(Name of small business issuer in its charter)
|---------------------------------------------------------------------------------------------------------

|                                              |  |                    
|--------------------------------------------- |  | -------------------
|Colorado                                      |  | 84-0914754         
|(State or other jurisdiction of               |  | (I.R.S. Employer   
|incorporation or organization)                |  | Identification No.)
|                                             
|                                             
|Suite 1840, 6400 South Fiddlers Green Circle |  |                    
|Greenwood Village, Colorado                   |  | 80111              
|(Address of principal executive offices)      |  | (Zip Code)         



|Issuers telephone number: (303) 221-3680
|-----------------------------------------

Securities registered under Section 12(b) of the Exchange Act: None 
Securities registered under Section 12(g) of the Exchange Act: None

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 at least the past 90 days. Yes [ X ]      No  [    ].

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ]     No [    ]

Issuers revenues for its most recent fiscal year: $-0-

Aggregate market value of voting stock held by non-affiliates as of June 15, 2008: $ -0-. There is currently no trading market for the Registrants securities.

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Number of shares of Common Stock, $.0l par value, outstanding as of June 15, 2008: 1,233,000.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (check one):

Yes  [    ] No  [  X ]

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EXPLANATORY NOTE

This Form 10-KSB/A-1 amends the Companys Annual Report on Form 10-KSB for the fiscal year ended March 31, 2008, filed with the Securities and Exchange Commission on June 30, 2008 (the Original Filing). This Amendment revises the disclosures in Item 6 Managements Discussion and Analysis or Plan of Operation to update a risk factor provided in the Original Filing and also revises Item 8A(T), Controls and Procedures. The remainder of the information contained in the Original Filing is not amended hereby and remains as set forth in the Original Filing.

Item 6.Management's Discussion and Analysis or Plan of Operation.

Going Concern Qualification

Because of our lack of revenues, lack of working capital, our inability to meet certain of our contractual obligations, and lack of any assured financing sources, our financial statements raise doubt about our ability to continue as a going concern because of our financial condition, and substantial losses. The opinion of our auditors for the year ended March 31, 2008, expresses the following concerns about our ability to continue as a going concern:

...the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern.

(the Going Concern Qualification). This condition has continued since the date of those financial statements, and we expect that these conditions will continue for the foreseeable future unless we are able to raise a substantial amount of additional financing. In view of the matters described herein and in Note 1 to our financial statements, our ability to continue to pursue our plan of operations as described herein is dependent upon our ability to raise the capital necessary to meet our financial requirements on a continuing basis.

Summary

As stated above, Cogenco has been essentially inactive since early 1988 until the 2005 fiscal year. During this time we investigated investment alternatives in the oil and gas and biotechnology industries but, to date, we have been unsuccessful in completing any such transaction.

Commencing in our fiscal 2005, we entered into agreements with DMI, as described above, which required a significant amount of financing, but did not require any substantial activities on the part of Cogenco. As described above, we were unable to make all payments contemplated under the DMI agreements. We are continuing to explore other activities and the availability of financing for those activities. We have still not engaged in any business operations or received revenues for more than the past ten years.

Results of Operations

Years Ended March 31, 2008 and 2007.

We recognized a net loss of $(299,301) for the fiscal year ended March 31, 2008, as compared to the $(442,140) net losses recognized for the fiscal year ended March 31, 2007. We recognized a smaller loss in 2008 as compared to our losses in 2007 primarily because we did not pay expenses to DMI for research and development purposes in fiscal 2008 whereas in fiscal 2007 we paid approximately $197,527.

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Historically, we have incurred significant losses and we anticipate that we will continue to incur significant net losses as we continue to pursue business opportunities. We will pursue these business opportunities to the extent that our management has identified opportunities that it believes are worth pursuing and to the extent that Cogenco has sufficient funds to do so. At the present time, Cogenco has no source of revenues from operations, and Cogenco can provide no assurance that it will generate a source of revenues from operations, either as a result of a merger or acquisition transaction, or as a result of developing such a source from within.

Liquidity and Capital Resources

Cogenco has been without adequate funds since 1987 through the 2008 fiscal year and subsequently. At the time we ceased active business operations, Cogenco was essentially out of money. We did not raise any substantial amounts of money for Cogenco until the 2005 fiscal year during which we raised $240,000 and the 2006 fiscal during which we raised $3,700,000, these funds were invested by accredited and offshore (non-U.S.) investors. As described above, we also raised $775,000 in 2007, these funds were also invested by accredited and offshore (non-U.S.) investors.

At March 31, 2008, Cogenco had current assets of $177,431 and a working capital deficit of $(83,778), as compared to current assets of $700,356 and working capital of $580,937 at March 31, 2007. The decrease in our current assets during the 2008 fiscal year is primarily due to our disposition of our shares of Helix and DMI common stock (discussed above). At March 31, 2007 we held 400,000 shares of Helix and 100,000 shares of DMI, whereas on March 31, 2008 we did not hold any marketable securities as a result of our sale of our entire interest in Helix and DMI during fiscal 2008. Currently our most significant asset is a $250,000 promissory note issued by Genesis Management, of which as of March 31, 2008, $85,803 was classified as a current asset and $164,197 was classified as a long term asset. Although Cogenco believes the amount due under this note will be collectable in accordance with its terms, as discussed in the Risk Factors section below, all or a portion of the note could become uncollectable.

Cogenco does not have any capital obligations during fiscal 2009.

On March 7, 2008 Cogenco sold all of its shares of DMI to two entities affiliated with our 97% shareholder, Genesis Investment Funds Limited. But for the fact that these shares were sold to an affiliate, Cogenco would have recognized a $1,093,256 gain on the sale of investment for financial accounting purposes (although not for tax purposes). A portion of the purchase price paid to us for the DMI shares included a promissory note, the first payment of which is due on or before June 30, 2008.

As stated above under Going Concern Qualification and in the Risk Factors, below, we do not believe that the working capital currently available is sufficient to maintain our activities for more than several months, at best. If we were to hold a shareholders meeting, actively pursue a business opportunity, or engage in business operations, we will be required to raise a significant amount of additional capital to pay for these activities. There can be no assurance that we will be able to raise any such capital, or that the terms on which we can raise any capital will be commercially reasonable.

Plan of Operations

Cogenco is not engaged in active business operations at the present time. Although we have previously received 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. We will continue reviewing other opportunities in the biotechnology industry and in other industries as we become aware of appropriate opportunities. Although we no longer hold any shares of DMI common stock we may continue to pursue a business combination or other opportunity with DMI.

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We will not be able to pursue any business opportunity without a substantial amount of additional funding provided from third parties. Consequently, we cannot offer any assurance that we will be able to obtain the funds necessary to invest in other business opportunities. Of the $250,000 promissory note held by the Cogenco (payable to Cogenco by our 97% shareholder), $25,000 comes due each quarter, we plan to use these payments to help pay for our routine legal and administrative expenses. The first payment is due on or before June 30, 2008 and, as of the date this Form 10-KSB/A-1 has been filed, the payment has been received.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements and thus no disclosure is required. However, as described above, Cogenco has an obligation to pay rent 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. Subsequent to our fiscal year end, on May 28, 2008 the certificate of deposit in the amount of $85,436 that was pledged as collateral on a letter of credit in the amount of $70,000 securing the lease was redeemed. Cash proceeds of $37,560 from the redemption were used to prepay the office rent through December 2008 and release Cogenco from the $70,000 letter of credit securing the lease.

Risk Factors

An investment in and ownership of our common stock is one of high risk. You should carefully consider the risks described below in connection with any decision whether to acquire, hold or sell our securities. If any of the contingencies discussed in the following paragraphs or other materially adverse events actually occurs, the business, financial condition and results of operations could be materially and adversely affected. In such case, the trading price of our common stock could decline, and you could lose all or part of your investment.

We have no business operations, and only limited prospects for business operations.

We currently are not engaged in any business operations. Although we have reviewed possibilities for business operations during the past several years, we have not found an opportunity for a business combination that was attractive to management other than the opportunity to participate in a co-development agreement with DMI. As reported above, however, we were unable to complete a business combination with DMI and our previous investments in DMI were converted into shares of common stock in DMI which we later divested. The New CODA was terminated as a result of the conversion. We cannot offer any assurances that we will ever find another business opportunity that management determines to be worth pursuing, or that if we do, we are able to complete the business combination on commercially-reasonable terms in a manner that could be advantageous to our shareholders.

We have had little working capital available for any operations.

We have had little working capital for more than the past five years. Although we raised $240,000 during our fiscal 2005, $3,700,000 during our fiscal 2006, and $775,000 during our fiscal 2007, the funds were primarily used to make some (but not all) of our payments to DMI contemplated by our agreements with DMI. As a result of a lack of funds, we have been required to reduce our operations to our previous level of only nominal operations to minimize our corporate general and administrative expenses.

Our available working capital is not sufficient for us to engage in any business operations, or to complete a merger, acquisition, or other business combination. We cannot offer any assurance that we will be able to obtain the necessary working capital on commercially-reasonable terms, if at all, should circumstances arise requiring us to have additional working capital available.

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Our financial statements reflect a going concern qualification.

Because of our lack of revenues, lack of working capital, our inability to meet certain of our contractual obligations, and lack of any assured financing sources, our financial statements raise doubt about our ability to continue as a going concern because of our financial condition, and substantial losses. The opinion of our auditors for the year ended March 31, 2008, expresses the following concerns about our ability to continue as a going concern:

...the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern.

(the Going Concern Qualification). This condition has continued since those financial statements, and we expect that these conditions will continue for the foreseeable future unless we are able to raise a substantial amount of additional financing. In view of the matters described herein and in Note 1 to our financial statements, our ability to continue to pursue our plan of operations as described herein is dependent upon our ability to raise the capital necessary to meet our financial requirements on a continuing basis.

We identified material weaknesses in our disclosure controls and procedures and our internal control over financial reporting.

Section 404 of the Sarbanes-Oxley Act of 2002 requires management to assess our internal control over financial reporting (ICFR) pursuant to a defined framework. In making that assessment, management identified a material weakness in our disclosure controls as a result of several material weaknesses identified in our ICFR as described in Item 8A(T) below. There are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective ICFR can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements. Material weaknesses make it more likely that a material misstatement of annual or interim financial statements will not be prevented or detected. In addition, effective ICFR at any point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

We have not instituted corporate governance policies or procedures

Cogenco only has a single employee who serves as our chief executive and financial officer. Cogenco does not have any independent directors, an audit committee, a nominating committee, any other corporate governance committee, or experienced accounting personnel. Thus, our shareholders do not have the benefits or protections associated with corporate governance controls and other corporate oversight mechanisms overseen by independent directors.

We may become subject to the regulations under the Investment Company Act of 1940 and subject to regulation that would impose significant responsibilities and restrictions on our ability to do business.

The Investment Company Act of 1940 (the ICA) is intended to impose additional regulation on companies whose business is to invest or reinvest in, hold, or trade securities of other companies. Companies who own investment securities constituting more than 40% of their assets (not including cash or government securities) are by definition subject to ICA regulation unless the transient investment company exemption applies. Cogenco relied on the transient investment company exemption in connection with its ownership of shares of Helix BioPharma and DMI. As a result, it cannot rely on the transient investment company exemption until 2011. Cogenco does not believe that the $250,000 note from Genesis is a security under the ICA. If, however, that note is classified as a security or if Cogenco acquires other investment securities it may become subject to ICA regulation.

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If Cogenco would become an investment company we will be subject to a significant amount of additional regulation, significant restrictions in our ability to do business, and significant restrictions on any relationship with affiliates. We will also be subject to more detailed SEC scrutiny and subject to the registration and reporting requirements of the Company Act in addition to the reporting requirements of the 1934 Act. Compliance with these new obligations will restrict Cogencos opportunities to conduct its business as it has heretofore done, and will result in significantly greater regulatory compliance expenses.

We have a history of losses and have never engaged in the profitable operation of our business.

We have had a history of operating losses and cash flow deficits, and our financial statements reflect a Going Concern Qualification as described above. We have never engaged in the profitable operation of a business, and there can be no assurance that we will ever be able to do so.

Cogenco has not been involved in active business operations since 1988. To date, we have not implemented a successful business plan. Although we have been reviewing several possibilities for business operations during the past several years, they have not found an opportunity for a business combination that was attractive to us and we were unsuccessful in completing the proposed business combination with DMI.

Our primary assets consist of a $250,000 promissory note issued by Genesis Capital Management Limited, a related party, which may not be collectible.

Our most valuable asset is a $250,000 promissory note issued by Genesis Management, an affiliate of our 97% shareholder, Genesis Investment Funds Limited. The promissory note carries 6% interest and provides that Genesis Management is to pay Cogenco $25,000 per quarter, with the first payment due on June 30, 2008 and the final payment is due on December 31, 2010, with total principal and interest payments totaling $275,000. Cogenco plans to use a portion of these payments to repay debt to related parties and to fund its general and administrative and other obligations. Prior to accepting the promissory note as partial payment for Cogencos shares of DMI, management investigated the collectability of the note and believes that such note is collectible as it becomes due. However, there can be no assurance that Genesis Management will continue to be able to make the payments under the note as they become due, and if Genesis Management cannot, or does not, make such payments it will likely have an adverse impact on Cogencos ability to pay its obligations as they become due.

It is likely that any efforts we may make to raise capital will result in substantial additional dilution to our shareholders.

It is likely that if we raise capital for any operations in the future, such action will require the issuance of equity or debt securities which will result in substantial dilution to our existing shareholders. Although we will attempt to minimize the dilutive impact of any future capital-raising activities, we cannot offer any assurance that we will be able to do so because of the lack of any historical operations or profitability, as well as the lack of any trading market for our publicly-held securities. If we are successful in raising additional working capital, we will likely have to issue additional shares of our common stock and common stock purchase warrants at prices that may be a discount from the then-current market price of our common stock. As described above under Going Concern Qualification, we cannot offer any assurance that we will be able to raise such funds when necessary.

Because we are dependent upon our key personnel for our future success, if we fail to retain or attract key personnel, our business will be adversely affected.

David W. Brenman is the only person who has devoted a substantial amount of time to our business during the past five years, and his father has acted as legal counsel. If we are to succeed in any activity (which cannot be assured), it will be as a result of the efforts of Mr. Brenman. David Brenmans employment Agreement with Cogenco became effective on September 30, 2005. We paid Mr. Brenman his salary as due under this

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employment agreement through August 15, 2006, and except for a $2,000 payment made during fiscal 2008 to keep our payroll service active, since August 15, 2006 we have not made any payments to him as required under his employment agreement. In addition, we anticipate that we will continue to be unable to make any payments under this employment agreement for the foreseeable future. Mr. Brenman has agreed to defer the compensation due to him under his employment agreement (without interest) until such time as the Company has adequate resources to be able to make such payments. However, effective March 31, 2008 the Company and Mr. Brenman agreed to suspend the accrual of his salary.

No market exists for our common stock; should a market develop, our common stock will likely be vulnerable to pricing and purchasing actions that are beyond our control and, therefore, persons acquiring our shares may be unable to resell their shares at a profit as a result of this volatility.

At the present time, no market exists for our common stock, and we cannot offer any assurance that any market will develop. Occasional trades are reported on the pink sheets, but as a result, the trading price of our securities can be impacted by very low sales volumes, general market conditions, and other events and factors. In addition, the realization of any of the risks described in these Risk Factors could have a significant and adverse impact on such market prices.

SEC penny stock regulations limit the ability to trade our securities.

Our common stock is subject to additional disclosure requirements for penny stocks mandated by the Securities Enforcement Remedies and Penny Stock Reform Act of 1990. The SEC Regulations generally define a penny stock to be an equity security that is not traded on the Nasdaq Stock Market and has a market price of less than $5.00 per share. We are included within the SEC Rule 3a-51 definition of a penny stock. As a penny stock, trading in our stock is covered by Rule 15g-9 promulgated under the Securities Exchange Act of 1934, for non-Nasdaq and non-national securities exchange listed securities.

Under this rule, broker-dealers who recommend such securities to persons other than established customers and accredited investors must make a special written disclosure to, and suitability determination for, the purchaser and receive the purchasers written agreement to a transaction prior to sale. The regulations on penny stocks limit the ability of broker-dealers to sell our common stock and thus the ability of purchasers of our common stock to sell their securities in the secondary market and adversely impact the willingness of investors to purchase our common stock on either a private or open market basis.

Provisions in our charter documents could prevent or delay a change in control, which could delay or prevent a takeover.

Our articles of incorporation authorize the issuance of blank check preferred stock with such designations, rights, and preferences, as may be determined by our Board of Directors. Accordingly, the Board of Directors may, without shareholder approval, issue shares of preferred stock with dividend, liquidation, conversion, voting, or other rights that could adversely affect the voting power or other rights of the holders of our common stock. Preferred stock could also be issued to discourage, delay, or prevent a change in our control, although we do not currently intend to issue any additional series of our preferred stock.

Provisions in our bylaws provide for indemnification of officers and directors to the full extent permitted by Colorado law, which could require us to direct funds away from our business and products.

We do not expect to pay dividends in the foreseeable future.

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Our prior sale of unregistered securities may create certain risks.

We cannot offer any assurance that our prior sales of unregistered securities were in compliance with the law. To the extent that our prior sales were not strictly in compliance with all legal requirements, we may have some contingent liabilities of which we are unaware. The availability of an exemption from registration is conditional upon numerous facts and circumstances over which we have no control, including the investment intent of the purchasers, the accuracy of the purchasers representations that they were accredited investors, and whether others involved in the transaction utilized any form of general solicitation. To the extent that any securities were offered or sold at a time when there was no exemption from registration available and a person makes a claim for rescission, we may have a liability which has not been included in our financial statements.

The vast majority of our common stock is currently directly and indirectly controlled by a single investor and our common stock is not eligible to be resold pursuant to Rule 144.

As of June 15, 2008, approximately 97% of our outstanding stock was held by a single shareholder. This shareholder could attempt to exercise control over Cogenco through its share ownership, although Cogenco does not currently believe the shareholder has any plans to do so. Because Cogencos common stock is not registered under the Securities Exchange Act of 1934, this shareholder does not have any reporting obligations under Sections 13(d) or 16(a) of the Securities Exchange Act and therefore is not required to disclose its holdings or any changes in its beneficial ownership of Cogenco common stock.

All of the shares of Cogenco common held by our principal stockholder constitute restricted shares or control shares as defined in Rule 144 under the Securities Act. The restricted shares may only be sold if they are registered under the Securities Act or another exemption from registration under the Securities Act. However, because Cogenco is a shell company our common stock is not currently eligible to be resold pursuant to Rule 144.

Indemnification of officers and directors may result in unanticipated expenses.

Colorado Revised Statutes and our articles of incorporation and bylaws provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorneys fees and other expenses incurred by them in any litigation to which they become a party arising from their association with us or activities on our behalf. We also will bear the expenses of such litigation for any of their directors, officers, employees, or agents, upon such persons promise to repay them if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we may be unable to recoup and could direct funds away from our business and products (if any).

Our president, Mr. David Brenman, is involved in other ongoing business opportunities.

The board of directors by resolution dated May 5, 2005, agreed to permit Mr. David Brenman to pursue a business opportunity with respect to certain imaging devices that are being developed by members of the Edwin L. Adair family individually and through a family corporation, Micro-Imaging Solutions, LLC. (MIS). MIS is involved in the research and development of small scale high resolution medical devices.

The board of directors by resolution dated April 3, 2006, also agreed to permit Mr. Brenman to pursue a business opportunity in the oil and gas industry with respect to Western Pacific Energy, LLC, in which he has invested and participates as a manager (WPE).

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Mr. Brenmans activities with respect to MIS and WPE could cause time conflicts and other various conflicts of interest with respect to his duties and obligations to Cogenco. In addition, Mr. Brenmans association with MIS and WPE could diminish his ability to obtain additional financing on behalf of Cogenco if he is also providing such assistance to MIS and/or WPE.

We have significant obligations under the Securities Act of 1934.

Because we are a public company filing reports under the Securities Exchange Act of 1934, as amended, we are subject to increased regulatory scrutiny and extensive and complex regulation. The Securities and Exchange Commission has the right to review the accuracy and completeness of our reports, press releases, and other public documents. In addition, we are subject to extensive requirements to institute and maintain financial accounting controls and for the accuracy and completeness of their books and records. Normally these activities are overseen by an audit committee consisting of qualified independent directors. We have not appointed any independent directors. Consequently, the protections normally provided to shareholders by independent directors are not available. Although we hope to appoint qualified independent directors in the future, we cannot offer any assurance that we will locate any person willing to serve in that capacity, or that we will be able to acquire the directors and officers liability insurance that will be a pre-condition to any such persons willingness to serve.

Forward-looking statements may prove to be inaccurate.

In our effort to make the information in this report more meaningful, this report contains both historical and forward-looking statements. All statements other than statements of historical fact are forward-looking statements within the meanings of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this report are not based on historical facts, but rather reflect the current expectations of our management concerning future results and events. It should be noted that because we are a penny stock, the protections provided by Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 do not apply to us. We have attempted to qualify our forward-looking statements with appropriate cautionary language to take advantage of the judicially-created doctrine of bespeaks caution and other protections.

The forward-looking statements generally can be identified by the use of terms such as believe, expect, anticipate, intend, plan, foresee, likely, will or other similar words or phrases. Furthermore, statements that describe our objectives, plans, or goals are, or may be, forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance and achievements to be different from any future results, performance and achievements expressed or implied by these statements.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in the forward-looking statements in this prospectus. Other unknown or unpredictable factors also could have material adverse effects on our future results.

Item 8A(T).Controls and Procedures.

(a)      Evaluation of Disclosure Controls and Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered in this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our principal executive officer (who also serves as our principal financial officer), who concluded, that because of the material weakness in our internal control over financial reporting described below

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that, our disclosure controls and procedures were not effective as of March 31, 2008. A material weakness is a deficiency or a combination of deficiencies in internal controls over financial reporting such that there is not a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

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 management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Internal Control Over Financial Reporting.

Management of the Company is also responsible for establishing internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934.

The Companys internal control over financial reporting are intended to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Companys internal controls over financial reporting are expected to include those policies and procedures that management believes are necessary that:

| |  | (i)   |  | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;                    
| |  | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |      
| |  | (ii)  |  | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
| |  |       |  | and tha treceipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and                            
| |  |      
| |  | (iii) |  | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a                    
| |  |       |  | material effect on the financial statements.                                                                                                                                       

As of March 31, 2008, management assessed the effectiveness of the Company's internal control over financial reporting (ICFR) based on the criteria for effective ICFR established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller reporting companies and non-accelerated filers.

Based on that assessment, management concluded that, during the period covered by this report, such internal controls and procedures were not effective as of March 31, 2008 and that material weaknesses in ICFR existed as more fully described below.

As defined by Auditing Standard No. 5, An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments, established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of March 31, 2008:

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|   |   |  |                                                                                                                                                                                                   
|-- | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1 | ) |  | Lack of an independent audit committee or audit committee financial expert, and no independent directos. We have never had an audit committee. We have not identified an audit committee financial
|   |   |  | expert on our board of directors, and at the present time we do not have any independent directors. These factors are counder to corporate governance practices as defined by the various         
|   |   |  | stock exchanges and may lead to less supervision over management.                                                                                                                                 
|  
|(2 | ) |  | Inadequate staffing and supervision within our bookkeeping operations. We have only a single employee involved in bookkeeping functions, and we utilize independent                               
|   |   |  | consultants on a part-time basis to supplement our accounting staff. The relatively small number of people who are responsible forbookkeeping functions prevents us from segregating              
|   |   |  | duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure    
|   |   |  | matters or could lead to a failure to perform timely and effective reviews which may result in a failure to detect errors in spreadsheets, calculations, or assumptions used                      
|   |   |  | to compile the financial statements and related disclosures as filed with the Securities and Exchange Commission.                                                                                 
|  
|(3 | ) |  | Outsourcing of significant portions of the accounting operations of our Company. Because there are few employees in our administration, we outsource a portion of the                             
|   |   |  | accounting functions of our Company to an independent accounting firm. The employees of this accounting firm are managed by supervisors within the accounting firm, and are not                   
|   |   |  | answerable to the Company's management. This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and                
|   |   |  | the accounting practices applied by the accounting firm.                                                                                                                                          
|  
|(4 | ) |  | Insufficient installation of information technology to assist in our accounting functions. Because of a lack of working capital and personnel, we have been unable to upgrade our                 
|   |   |  | information technology software and hardware to assist in providing effective controls.                                                                                                           

Our management determined that these deficiencies constituted material weaknesses.

Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our consolidated financial statements contained in our Annual Report on form 10-KSB for the fiscal year ended March 31, 2008, fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

We are committed to improving our financial organization. As part of this commitment, we will, when funds are available to the Company: (1) appoint one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and will increase our personnel resources; and (3) hire independent third parties to perform expert advice. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual report.

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There were no changes in our internal controls or in other factors that could significantly affect these internal controls subsequent to the date of their evaluation.



|PART IV
|-------

|                        |  |                                            |  | 
|----------------------- |  | ------------------------------------------ |  | 
|Item 13.      Exhibits.
|                        |  |                                           
|Number                  |  | Description                               
|                        |  |                                           
|31*                     |  | Certification pursuant to Rule 13a-14(a). 
|32*                     |  | Certification pursuant to 18 U.S.C. §1350.
|*                       |  | Filed herewith.                           

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:      August 13,  2008



| |     |  | COGENCO INTERNATIONAL, INC.                              
| | --- |  | ---------------------------------------------------------
| |     |  |                                                          
| | By: |  | /s/ David W. Brenman                                     
| |     |  | David W. Brenman, President, Principal Executive Officer,
| |     |  | Principal Accounting Officer, and Director               

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