FORM 10-KSB

                       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, 1999

                                       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.
                           ---------------------------
                 (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.)

                             Mellon Financial Center
                         Suite 1001, 1775 Sherman Street
                                Denver, Colorado                    80203
                                ----------------                    -----
                    (Address of principal executive offices)      (Zip Code)

                    Issuer's telephone number: (303) 894-0234

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

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

     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 ]

     Issuer's revenues for its most recent fiscal year: $4,873.

<PAGE>


     Aggregate market value of voting stock held by  non-affiliates  as of March
31,  1999:  $-0-.  There is  currently  no trading  market for the  Registrant's
securities.

     Number of shares of Common Stock,  $.01 par value,  outstanding  as of June
30, 1998: 1,788,756.

     Documents  incorporated by reference:  See Part IV, Item 13 - "Exhibits and
Reports on Form 8-K" for a listing of documents  incorporated  by reference into
this annual report on Form 10-KSB.

                                       -2-

<PAGE>

                           COGENCO INTERNATIONAL, INC.

                                   FORM 10-KSB

                                     PART I


     STATEMENTS MADE IN THIS FORM 10-KSB THAT ARE NOT HISTORICAL OR CURRENT
     FACTS  ARE  "FORWARD-LOOKING  STATEMENTS"  MADE  PURSUANT  TO THE SAFE
     HARBOR  PROVISIONS IN THE FEDERAL  SECURITIES  LAWS.  THESE STATEMENTS
     OFTEN CAN BE  IDENTIFIED  BY THE USE OF TERMS  SUCH AS "MAY,"  "WILL,"
     "EXPECT,"  "ANTICIPATE,"  "ESTIMATE,"  OR  "CONTINUE," OR THE NEGATIVE
     THEREOF.  SUCH  FORWARD-LOOKING  STATEMENTS  SPEAK ONLY AS OF THE DATE
     MADE.  ANY  FORWARD-LOOKING  STATEMENTS  REPRESENT  MANAGEMENT'S  BEST
     JUDGMENT AS TO WHAT MAY OCCUR IN THE FUTURE. HOWEVER,  FORWARD-LOOKING
     STATEMENTS  ARE SUBJECT TO RISKS,  UNCERTAINTIES  AND IMPORTANT  FACTS
     BEYOND THE CONTROL OF THE COMPANY THAT COULD CAUSE ACTUAL  RESULTS AND
     EVENTS TO DIFFER MATERIALLY FROM HISTORICAL  RESULTS OF OPERATIONS AND
     EVENTS AND THOSE  PRESENTLY  ANTICIPATED  OR  PROJECTED.  THE  COMPANY
     DISCLAIMS ANY OBLIGATION  SUBSEQUENTLY  TO REVISE ANY  FORWARD-LOOKING
     STATEMENTS TO REFLECT EVENTS OR  CIRCUMSTANCES  AFTER THE DATE OF SUCH
     STATEMENT OR TO REFLECT THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED
     EVENTS.

     Item 1. Description of Business
     -------------------------------

(a)  Business Development.

     Cogenco  International,  Inc.  ("Cogenco" or the  "Company")  was organized
under the laws of the State of  Colorado  on June 27,  1983,  for the purpose of
engaging in the cogeneration business,  which is the simultaneous  production of
power,  either  mechanical or  electrical,  and useful thermal  energy,  such as
steam,  so that the waste heat which is a by-product of one process  becomes the
energy source for the other.  Cogenco commenced active business operations after
it completed  its initial  public  offering of  securities  in February of 1985,
pursuant  to which the Company  realized  total net  proceeds  of  approximately
$1,000,000.

     Cogenco  was not  successful  in the  cogeneration  business,  although  it
completed  one  cogeneration  facility  in Arvada,  Colorado,  and  investigated
numerous other cogeneration project  opportunities.  Cogenco eventually depleted
its  financial  resources  and was not  able to  secure  additional  capital  to


                                       -3-

<PAGE>


continue active business  operations.  Cogenco ceased active business operations
in early 1988. The Company has been attempting to locate a business  opportunity
to combine with the Company since that time.

     During the time  subsequent  to  cessation of active  business  activities,
Cogenco has been  maintained as a validly  existing  Colorado  corporation.  Its
activities  have consisted  primarily of the settlement of debts incurred by the
Company through the date it ceased active operations and  subsequently,  and the
maintenance  of books  and  records  to allow  the  Company  to  obtain  audited
financial statements for all years since inception. In addition, certain members
of  its  management  have  continuously  sought  to  locate  potential  business
opportunities for the Company.

     Meetings  of  shareholders  of the Company  were held in February  1992 and
August 1993 at which  restructurings of the Company's authorized and outstanding
capital  were  approved.  Share  numbers in this  Report  have been  restated to
reflect the recapitalizations approved by the Company's shareholders in February
1992 (50 for 1 reverse split) and August 1993 (10 for 1 reverse split).

(b)  Business of Issuer.

     Since the time it ceased active business operations in 1988,  management of
Cogenco has been actively  seeking  business  opportunities.  Several  potential
candidates  were  located  between  1988  and  the  present  time;  however,  no
combination with any of these companies was ever completed.

     The Company has engaged in limited  activities  in the oil and gas business
but has been  hampered in its  efforts due to its lack of capital.  It is likely
that the Company will need a  substantial  amount of  additional  capitalization
before  it  will be able to  participate  in any  activities  in the oil and gas
industry.  There is no  assurance  that the Company  will obtain any  additional
capitalization.

     In addition,  Cogenco may serve as the sponsor  and/or  general  partner of
programs  and/or  entities  which  will  actually  operate  in the  oil  and gas
business. This may take the form of limited and/or general partnerships, working
interest programs, joint ventures or other methods of acquiring interests in oil
and gas properties and financing the operation thereof.

Competition
-----------

     Upon entering the oil and gas business through  acquisition of interests in
oil and gas properties as described  above (of which,  however,  there can be no
assurance), the Company will be in competition with numerous companies and firms
which  are  larger,  better  established,   have  greater  financial  and  other
resources,  more employees, and more extensive facilities than will the Company.
The Company  will  therefore  be at a  competitive  disadvantage  to these other
entities.  The Company cannot expect to be a significant  participant in the oil


                                       -4-

<PAGE>


and gas  business  within  the  foreseeable  future  and will  face  significant
competition  from a substantial  number of businesses  and  individuals  who are
engaged in the oil and gas business.

Government Regulation
---------------------

     The oil and gas business is heavily  regulated by statute and regulation by
various government entities,  both state and federal. In addition, tax treatment
of investments in oil and gas properties is constantly  undergoing change at the
federal level.  Although management  believes that despite such regulation,  the
oil and gas business can be  profitable,  and that oil and gas  companies of the
size  anticipated  for  the  Company  can  and do  operate  successfully  in the
industry,  no assurance can be given that such  governmental  regulation may not
adversely affect the Company in the future.

Employees and Consultants
-------------------------

     The  Company's  President,  Mr.  David  Brenman,  is the only person who is
actively  involved  in  day  to  day  operations  of  the  Company.   Management
anticipates that additional employees and/or consultants will be retained as may
be necessary to operate the Company.  The Company believes that this arrangement
is  adequate  to meet the needs of the  Company  during its  process of pursuing
business opportunities.

Year 2000 Issue
---------------

     The  Company's  management  does  not  believe  that  the  Company  will be
materially  adversely  affected by the computer  software  Year 2000 issue.  The
Company does not have significant exposure to 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  a  material  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.

Item 2. Description of Property
-------------------------------

     The Company  currently  maintains  its offices at no charge in the business
office of the law firm which  represents it in general  corporate and securities
law matters. See Item 12 - "Certain Relationships and Related Transactions." The
office facilities are provided to the Company pursuant to an oral agreement, and
the  value of such  facilities  is de  minimis.  Management  believes  that this
arrangement will be suitable for its needs for the immediate future.

     The Company owns no real property and no material personal property.


                                       -5-

<PAGE>



Item 3. Legal Proceedings
-------------------------

     The Company is not a party to any legal proceedings and no such proceedings
are known to be contemplated.

Item 4. Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------

     None.

                                       -6-

<PAGE>


                                     PART II


Item 5. Market for Common Equity and Related Stockholder Matters
----------------------------------------------------------------

(a)  Market Information.

     The  Company's  Common  Stock is not  eligible  for  listing  on the NASDAQ
system, and trading,  if any, has been strictly limited to the  over-the-counter
market.  The Common Stock has been quoted from time to time in the "Pink Sheets"
maintained  by the  National  Quotation  Bureau,  Inc.  Since  1988,  management
believes that no established trading market has existed for the Company's Common
Stock.

(b)  Holders.

     (b)(1) The  approximate  number of record  holders of the Company's  Common
Stock,  $.01 par  value,  as of April 16,  1999 was 839.  This  figure  does not
reflect  an  indeterminable  number of  shareholders  whose  shares  are held in
"street name."

(c)  Dividends.

     The Company has not paid a dividend  with  respect to its Common  Stock and
cannot be  expected  to pay a dividend  on its Common  Stock in the  foreseeable
future.

     The  Company's  ability to pay dividends is restricted by provisions of the
Colorado Business Corporation Act which provides that a Colorado corporation may
only pay  dividends if, after giving  effect to the  dividend,  the  corporation
would  be able to pay its  debts  as they  become  due in the  usual  course  of
business,  or the  corporation's  total  assets  would be less  than  its  total
liabilities plus the amount that would be needed,  if the corporation were to be
dissolved at the time of the dividend,  to satisfy the preferential  rights upon
dissolution  of  shareholders  whose  preferential  rights are superior to those
receiving the dividend.

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

Results of Operations

Years Ended March 31,1998 and 1999.
-----------------------------------

     As stated above, the Company has been essentially inactive since early 1988
until the 1993 fiscal  year.  During this time the  Company  was,  and since has
been,  investigating investment alternatives in the oil and gas industry but has
been  unsuccessful.  As a result,  during the last two fiscal  years the Company
achieved no operating  revenues,  but  recognized a net loss of $(9,234) for the
fiscal year ended March 31, 1998 as compared to a net loss of $(23,662)  for the


                                       -7-

<PAGE>


fiscal  year ended  March 31,  1999.  The larger net loss during the 1999 fiscal
year was due to travel  expenses of $7,515 paid to the  Company's  President  in
1999 as compared to $-0- paid in 1998,  legal fees of $12,336 in 1999 and $7,197
in 1998,  and general and  administrative  of $7,904 in 1999 and $5,115 in 1998.
The Company is  attempting  to finance new  business  operations  at the present
time.

Liquidity and Capital Resources

     The  Company has been  without  adequate  funds since 1987.  At the time it
ceased active business operations,  it was essentially out of money and has been
unable to raise any  substantial  amounts of money since that time.  The Company
settled a substantial  portion of its outstanding  debt for shares of its stock,
and for cash  raised in selling its stock in private  placements.  In July 1993,
the Company raised $500,000 from one unaffiliated investor.

Plan of Operation

     In July 1993, the Company raised $500,000 from the sale of 50,000 shares of
its Common Stock.  Certain  persons who became control  shareholders  invested a
total of $185,000 in shares of the  Company's  Common Stock in early 1993.  Such
individuals  subsequently  have  sold  their  shares  of  Common  Stock  to  two
unaffiliated entities, one of whom has transferred 543,334 to Brenman Bromberg &
Tenenbaum, P. C. for legal services performed for one of the individuals.  Prior
to the  disposition of the shares held by these control  shareholders,  they had
expressed their desire to have the Company consider the acquisition of interests
in oil and gas  properties  and the entry  into the oil and gas  industry.  As a
result,  the  Company  entered  into  letters of intent  with an  operating  oil
company.  Since the Company was unable to meet the financial requirements of the
letters of intent, the agreements  terminated without additional  obligations to
the Company.

     The  Company  will  continue  reviewing  opportunities  in the  oil and gas
industry. However, the Company may propose other investments in companies having
interests  other than oil and gas.  Because the  Company may need a  substantial
amount of capital from third parties, there can be no assurance that the Company
will be able to invest in other business opportunities.

     As of this date,  the  Company  has not  identified  any  properties  to be
acquired at the present  time.  Until  properties  are  acquired,  the Company's
available  cash is expected to satisfy its cash  requirements  during the fiscal
year ending March 31, 2000. For more  information,  see Item 1  "Description  of
Business."


                                       -8-

<PAGE>



Item 7. Financial Statements
----------------------------

The  following  financial  statements  are filed as a part of this  Form  10-KSB
immediately following the signature page:
                                                                        Page No.
                                                                        --------
     Report of Independent Certified Public
     Accountants........................................................  F-1

     Balance Sheet - March 31, 1998 and 1999............................  F-2

     Statement of  Operations  - For the Years
       Ended March 31, 1998 and 1999 and
       Cumulative Amounts from Inception
       of the Development Stage (July 26, 1990)
       through March 31, 1999...........................................  F-3

     Statement of Stockholders' Equity (Deficit) -
       For the Period from Inception of the Development
       Stage (July 26, 1990) through March 31, 1999.....................  F-4

     Statement of Cash Flows - For the Years
       Ended March 31, 1998 and 1999 and
       Cumulative Amounts from Inception of
       the Development Stage (July 26, 1990) through
       March 31, 1999...................................................  F-7

     Notes to Financial Statements - For the
       Years Ended March 31, 1998 and 1999 .............................  F-8


Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure.
--------------------------------------------------------------------------------

     Since inception, the Company has not filed a Form 8-K reporting a change of
accountants,  nor has there been any material  disagreement with its accountants
on any matter regarding accounting or financial disclosure.


                                       -9-

<PAGE>


                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With Section 16(a) of the Exchange Act
--------------------------------------------------------------------------------

(a)  Identification of Directors and Executive Officers.

     The  directors  of the Company  are  elected to hold office  until the next
annual meeting of shareholders and until their  respective  successors have been
elected  and  qualified.  Officers  of the  Company  are elected by the Board of
Directors and hold office until their successors are elected and qualified.

     The current sole officer and director of the Company is:

Name                             Age          Position
----                             ---          --------

David W. Brenman                 43           Director, President, Secretary and
                                              Treasurer

The sole director intends to appoint additional directors when appropriate.

     David W. Brenman, age 43, is currently engaged as an independent  financial
consultant,  which he has been since 1988.  From 1987 to 1988 Mr.  Brenman was a
vice  president  of  Lloyds  International  Corporation,  the  merchant  banking
subsidiary of Lloyds Bank Plc. From 1984 to 1986 Mr. Brenman served as President
of the Company  and from 1984 until the  present has served as a director.  From
1979 until  1984,  Mr.  Brenman  was an  associate  with the law firm of Brenman
Raskin & Friedlob, P.C. of Denver,  Colorado, where he specialized in the fields
of taxation and  securities  law. Mr.  Brenman  received a B.A.  degree from the
University of Washington in  accounting,  a J.D.  degree from the  University of
Denver,  College of Law and an L.L.M. in taxation from New York University.  Mr.
Brenman  serves on the board of directors of U. S. Energy Corp., a publicly held
corporation  engaged in the mining business.  Mr. Brenman currently serves,  and
since  December  1990 has served,  as President and Treasurer of the Company and
has served as the Company's Secretary since December 1994.


(b)  Significant Employees.

     The Company has no significant employees at the present time.


                                      -10-

<PAGE>



(c)  Family Relationships.

     Currently  there are no  family  relationships  among any of the  Company's
officers and/or directors.

(d)  Involvement in Certain Legal Proceedings.

     During the past five years,  no director,  executive  officer,  promoter or
control person of the Company has:

     (1) Had any  bankruptcy  petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that date;

     (2) Been  convicted in a criminal  proceeding  or been subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);

     (3) Been  subject to any order,  judgement,  or  decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently or temporarily enjoining,  barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or

     (4) Been found by a court of competent  jurisdiction  (in a civil  action),
the Commission or the Commodity  Futures  Trading  Commission to have violated a
federal or state securities or commodities law, where the judgement has not been
reversed, suspended, or vacated.

(e)  Compliance with Section 16(a) of the Exchange Act.

     Not applicable.


                                                       -11-

<PAGE>



Item 10. Executive Compensation
-------------------------------

Cash Compensation.

     During the past three (3) fiscal years, no officer of the Company  received
any compensation.  David W. Brenman, the Company's president and chief executive
officer,  received  total cash  reimbursements  of  $4,228,  $-0- and $7,515 for
travel  expenses  incurred by him during the 1997,  1998 and 1999 fiscal  years,
respectively.

     Mr. Brenman has received no stock options, employee benefits, or other form
of direct or indirect  remuneration  from the Company during the 1997,  1998 and
1999 fiscal years.  Mr. Brenman is currently  devoting such time as is necessary
to the affairs of the Company to seek out a merger  candidate  or an  investment
opportunity.

Compensation Under Plans.

     Stock  Option and Bonus  Plans.  The Company had a stock  option plan and a
stock bonus plan pursuant to which the Board of Directors had the right to issue
stock options and stock bonuses as compensation to qualified employees,  both of
which were  terminated by the Board of Directors in June,  1997.  One option was
granted  under the stock option plan to a director of the  Company,  but expired
unexercised  in 1990.  No stock  bonuses were ever granted under the stock bonus
plan.

Other Compensation.

     Other  than  as  described  above,  no  other   compensation  was  paid  or
distributed  to any officer or director of the Company for services  rendered to
the Company during the last three fiscal years.

Compensation of Directors.

     The Company does not pay its directors for their services in that capacity;
however, officers and directors receive reimbursement for out-of-pocket expenses
incurred by them in connection with the business of the Company.  Currently, the
Company does not pay any directors fees for attendance at board meetings.

     The Company has no other arrangements pursuant to which any director of the
Company was compensated during the fiscal year ended March 31, 1998 for services
as a director.

Termination of Employment and Change in Control.

     The Company has no  compensation  plan or  arrangement  with respect to any
executive  officer  which plan or  arrangement  results or will  result from the
resignation, retirement or any other termination of such individual's employment


                                      -12-

<PAGE>


with the  Company.  The Company has no plan or  arrangement  with respect to any
such  persons  which will  result  from a change in control of the  Company or a
change in the individual's responsibilities following a change in control.

Item 11. Security Ownership of Certain Beneficial Owners and Management
-----------------------------------------------------------------------

(a)(b) Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth  information as of April 30, 1999, as to the
beneficial  ownership  of  shares of the  Company's  only  outstanding  class of
securities,  its Common  Stock,  by each  person who,  to the  knowledge  of the
Company at that date,  was a beneficial  owner of 5% or more of the  outstanding
shares of Common Stock,  by each person who is an officer and/or director of the
Company and by all officers and  directors of the Company as a group.  The table
does not include information  regarding shares of Common Stock held in the names
of certain  depositories/clearing  agencies as nominee  for various  brokers and
individuals. No such broker or individual is believed to hold greater than 5% of
the Company's Common Stock.

                                                     Amount and
              Name and Address                       Nature of
Title of       of Beneficial                         Beneficial       Percent of
 Class             Owner                               Owner             Class
 -----             -----                               -----             -----

Common        David W. Brenman                       497,042 (1)         27.8%
Stock         1775 Sherman Street
              Suite 1001
              Denver, CO 80203

Common        Saga Investments, Inc.                 543,334(1)          30.4%
Stock         c/o Peter Desjardins
              Suite 1301, Arbift Tower
              P. O. Box 5724
              Dubai, United Arab Emirates

Common        Brenman Bromberg & Tenenbaum, P.C.     593,476 (1)(2)      33.2%
Stock         1775 Sherman Street
              Suite 1001
              Denver, CO  80203

Common        Officers and                           497,042 (1)         27.8%
Stock         directors as a
              group (one
              person)

--------------


                                      -13-

<PAGE>



     (1)  Ownership is direct.

     (2)  Includes 543,334 shares owned by Brenman  Bromberg & Tenenbaum,  P.C.,
          4,850 shares owned by Albert Brenman who is president,  a director and
          shareholder  of Brenman  Bromberg & Tenenbaum,  P.C. and 45,292 shares
          owned  by  A.  Thomas  Tenenbaum  who  is  Vice  President,  Assistant
          Secretary,  Assistant Treasurer, a director and shareholder of Brenman
          Bromberg & Tenenbaum,  P.C. See "Item 12.  Certain  Relationships  and
          Related Transactions."

(c)  Changes in Control.

     Management is not aware of any arrangements which may result in a change of
control of the Company.


Item 12. Certain Relationships and Related Transactions
-------------------------------------------------------

(a)(b)(c) Transactions with Management and Others.

     Legal Representation.  The law firm of Brenman Bromberg & Tenenbaum,  P. C.
("BBT") provides legal representation to the Company. A principal of BBT, Albert
Brenman, is the father of David W. Brenman, the sole officer and director of the
Company.  BBT owns 543,334 shares of the Company's Common Stock and employees of
the law firm of BBT own 50,142 shares of the Company's Common Stock. BBT is paid
its standard hourly fees for legal  representation of the Company. BBT currently
provides  office  facilities  to the  Company  at no charge as the value of such
facilities is de minimis.

(d)  Transactions with Promoters.

     Not applicable.

                                      -14-

<PAGE>


                                     PART IV


Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------

     (a)  Exhibits  required  to be filed are  listed  below and,  except  where
incorporated by reference, immediately follow the Financial Statements.

Number    Description
------    -----------

 3.1      Articles of Incorporation,  as amended, incorporated by reference from
          the Annual Report on Form 10-KSB for the five fiscal years ended March
          31, 1992

 3.2      Bylaws,  incorporated  by reference from the Annual Report on Form 10-
          KSB for the five fiscal years ended March 31, 1992

 3.3      Articles of Amendment to the Articles of  Incorporation,  incorporated
          by reference  from the Form 8-K dated August 16, 1993 filed August 26,
          1993.

 27       Financial Data Schedule


     (b) During  the last  quarter  of the  period  covered  by this  report the
Company filed no reports on Form 8-K.


--------------------------------------------------------------------------------

SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE EXCHANGE ACT BY REGISTRANTS  WHICH HAVE NOT  REGISTERED  SECURITIES
PURSUANT TO SECTION 12 OF THE EXCHANGE ACT:

The Registrant  has not sent to its security  holders any annual report or proxy
material  during the last  fiscal  year.  If such  report or proxy  material  is
furnished to security holders  subsequent to the filing of this Form 10-KSB, the
Registrant  shall furnish copies of such material to the  Commission  when it is
sent to security holders.


                                      -15-

<PAGE>


                                   SIGNATURES
                                   ----------

     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: June 16, 1999
                                     COGENCO INTERNATIONAL, INC.



                                     By /s/ David W. Brenman
                                        ---------------------------------
                                        David W. Brenman, President


     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been signed below by the following person on behalf of the Registrant and in the
capacities and on the date indicated.



Date: June 16, 1999                  By /s/ David W. Brenman
                                        ----------------------------------------
                                        David W. Brenman, President, Principal
                                        Executive Officer, Principal Accounting
                                        Officer, Principal Financial Officer
                                        and sole Director



                                      -16-

<PAGE>





               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



   The Board of Directors and Shareholders
   Cogenco International, Inc.


   We  have  audited  the  balance  sheet  of  Cogenco  International,  Inc.  (a
   development  stage  company) as of March 31,  1998 and 1999,  and the related
   statements of operations,  stockholders'  equity and cash flows for the years
   then ended and for the period from inception of the  development  stage (July
   26,  1990)  through  March  31,  1999.  These  financial  statements  are the
   responsibility of the Company's management.  Our responsibility is to express
   an opinion on these financial statements based upon our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
   standards.  Those  standards  require  that we plan and perform the audits to
   obtain reasonable  assurance about whether the financial  statements are free
   of  material  misstatement.  An audit  includes  examining,  on a test basis,
   evidence supporting the amounts and disclosures in the financial  statements.
   An  audit  also  includes  assessing  the  accounting   principles  used  and
   significant  estimates made by management,  as well as evaluating the overall
   financial  statement  presentation.  We  believe  that our  audits  provide a
   reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly, in
   all material respects, the financial position of Cogenco International,  Inc.
   as of March 31, 1998 and 1999, and the results of its operations and its cash
   flows  for  the  years  then  ended  and the  period  from  inception  of the
   development  stage  through  March 31, 1999,  in  conformity  with  generally
   accepted accounting principles.



   Denver, Colorado                                   CAUSEY DEMGEN & MOORE INC.
   April 22, 1999


                                       F-1
<PAGE>


                          COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET

                             March 31, 1998 and 1999

                                     ASSETS

                                                            1998        1999
                                                         ---------    --------
Current asset:
   Cash, in interest bearing accounts                   $  117,617  $   94,735

Computer equipment, at cost, net of accumulated
   depreciation of $1,789 (1998) and $2,569 (1999)           1,783       1,003
                                                        ----------  ----------

                                                       $   119,400  $   95,738
                                                       ===========  ==========


                              STOCKHOLDERS' EQUITY


Contingencies (Note 2)

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 $607,089 deficit
    accumulated during the development stage)           (1,952,888) (1,976,550)
                                                        ----------  ----------

    Total stockholders' equity                          $  119,400  $   95,738
                                                        ==========  ==========



                            See accompanying notes.
                                       F-2
<PAGE>



                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS

                             March 31, 1998 and 1999


       For the Years Ended March 31, 1998 and 1999 and  Cumulative  Amounts from
 Inception of the Development Stage (July 26, 1990) Through March 31, 1999


                                                                    Cumulative
                                                                    amounts from
                                                 1998       1999    Inception
                                                -----       -----   ------------
Revenues:
   Interest income                             $ 4,230     $ 4,873    $ 33,017

Costs and expenses:
   Legal fees - related party (Note 5)           7,197      12,336     160,793
   Consulting and travel expenses -
    related party                                    -       7,515     152,380
   Dry hole costs (Note 6)                           -           -     123,086
   General and administrative                    5,115       7,904     201,278
   Depreciation                                  1,152         780       2,569
                                             ---------  ----------  ----------

    Total costs and expenses                    13,464      28,535     640,106
                                             ---------  ----------  ----------

      Net loss (Note 4)                      $  (9,234)  $ (23,662) $ (607,089)
                                             =========  ==========  ==========

Basic and diluted loss per common share        $ (0.01)    $ (0.01)    $ (0.47)
                                             =========   =========  ==========

Weighted average number of common
   shares outstanding                        1,788,756   1,788,756   1,284,803
                                             =========   =========   =========



                            See accompanying notes.
                                       F-3
<PAGE>

<TABLE>


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

 For the Period from Inception of the Development  Stage (July 26, 1990) through March 31, 1999

<CAPTION>

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

Balance at July 25, 1990                         72,415    $   724  $1,358,508  $(1,369,461)  $ (10,229)

Sale of common stock to employees of the
   related law firm for cash ($.50 per share)
   July 26, 1990                                 13,600        136       6,664            -       6,800

Sale of common stock to an unrelated entity
   for cash ($.50 per share) July 26, 1990       12,000        120       5,880            -       6,000

Shares of common stock issued in settlement
   of an account payable to the related law
   firm in October 1990 ($.50 per share)          1,985         20         973            -         993

Net loss for the period ended March 31, 1991          -          -           -      (11,922)    (11,922)
                                             ----------    -------  ----------  -----------    --------

Balance at March 31, 1991                       100,000      1,000   1,372,025   (1,381,383)     (8,358)

Shares of common stock issued in settlement
   of an account payable to the related law
   firm in February 1992 ($.50 per share)        28,756        288      13,975            -      14,263

Net loss for the year ended March 31, 1992            -          -           -      (13,545)    (13,545)
                                             ----------    -------  ----------  -----------    --------

Balance, March 31, 1992                         128,756      1,288   1,386,000   (1,394,928)     (7,640)

Sale of common stock to two individuals for
   cash and cash payments to the Company's
   President in March 1993 ($.11 per share)
   (Note 3)                                   1,610,000     16,100     158,900            -     175,000

</TABLE>
                                  (Continued)
                            See accompanying notes.
                                       F-4
<PAGE>

<TABLE>

                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

 For the Period from Inception of the Development  Stage (July 26, 1990) through March 31, 1999

<CAPTION>

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


Net loss for the year ended March 31, 1993            -          -           -     (100,291)   (100,291)
                                              ---------    -------  ----------  -----------    --------
Balance, March 31, 1993                       1,738,756     17,388   1,544,900   (1,495,219)     67,069

Capital contribution of two shareholders
   consisting of cash payments to the
   Company's president in April 1993 (Note 3)         -          -      10,000            -      10,000

Sale of stock to an individual for cash
   ($10.per share) (Note 3)                      50,000        500     499,500            -     500,000

Net loss for the year ended March 31, 1994            -          -           -     (368,020)   (368,020)
                                              ---------    -------  ----------  -----------    --------
Balance, March 31, 1994                       1,788,756     17,888   2,054,400   (1,863,239)    209,049

Net loss for the year ended March 31, 1995            -          -           -      (42,581)    (42,581)
                                              ---------    -------  ----------  -----------    --------
Balance, March 31, 1995                       1,788,756     17,888   2,054,400   (1,905,820)    166,468

Net loss for the year ended March 31, 1996            -          -           -      (25,813)    (25,813)
                                              ---------    -------  ----------  -----------    --------

Balance, March 31, 1996                       1,788,756     17,888   2,054,400   (1,931,633)    140,655

Net loss for the year ended March 31, 1997            -          -           -      (12,021)    (12,021)
                                              ---------    -------  ----------  -----------    --------
Balance, March 31, 1997                       1,788,756     17,888   2,054,400   (1,943,654)    128,634

Net loss for the year ended March 31, 1998            -          -           -       (9,234)     (9,234)
                                              ---------    -------  ----------  -----------    --------
Balance, March 31, 1998                       1,788,756     17,888   2,054,400   (1,952,888)    119,400

</TABLE>


                                  (Continued)
                             See accompanying notes.
                                       F-5
<PAGE>

<TABLE>

                          COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

 For the Period from Inception of the Development  Stage (July 26, 1990) through March 31, 1999
<CAPTION>


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

Net loss for the year ended March 31, 1999            -          -           -      (23,662)    (23,662)
                                              ---------    -------  ----------  -----------    --------

Balance, March 31, 1999                       1,788,756    $17,888  $2,054,400  $(1,976,550)   $ 95,738
                                              =========    =======  ==========  ===========    ========
</TABLE>


                             See accompanying notes.
                                       F-6
<PAGE>

                          COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

       For the Years Ended March 31, 1998 and 1999 and  Cumulative  Amounts from
 Inception of the Development Stage (July 26, 1990) Through March 31, 1999

                                                                     Cumulative
                                                                    amounts from
                                                  1998        1999  Inception
                                                  ----        ----  -----------
Cash flows from operating activities:
   Net loss                                     $ (9,234)  $ (23,662)$ (607,089)
   Adjustment to reconcile net loss to net
    cash used in operating activities:
      Depreciation expense                         1,152         780      2,569
      Consulting fees paid directly by
       common stock purchasers                         -           -     50,000
      Increase (decrease) in accounts
       payable                                         -           -      4,997
                                               ---------    --------   --------

      Net cash used in operations                 (8,082)    (22,882)  (549,523)

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                   (8,082)    (22,882)    94,705

Cash and cash equivalents at
   beginning of year                             125,699     117,617         30
                                               ---------   ---------   --------

Cash and cash equivalents at
   end of year                                 $ 117,617    $ 94,735   $ 94,735
                                               ==========   =========  ========

Supplemental disclosure of non-cash financing activities:

   Consulting fees paid directly by
    common stock purchasers                         $ -         $ -    $ 50,000
                                                    ====        ====   ========

   Stock issued in settlement of an account
    payable to a related party                      $ -         $ -    $ 15,256
                                                    ====        ====   ========


                             See accompanying notes.
                                       F-7
<PAGE>

                          COGENCO INTERNATIONAL, INC.
                           (A Development Stage Company)

                           NOTES TO FINANCIAL STATEMENTS

                              March 31, 1998 and 1999



1. Significant accounting policies

   Organization:

   Cogenco International,  Inc. (the "Company") was incorporated in the State of
   Colorado  on  June  27,  1983  as  an  investment  of  Scientific  Management
   Corporation,  a privately owned business development  company.  Prior to July
   26,  1990,  the Company was engaged in the  development  of  cogeneration  of
   electricity and the sale of the electricity to end-users on site or to public
   utilities. The Company is currently considered to be in the development stage
   as more fully defined in the Financial  Accounting  Standards Board Statement
   No. 7. The  Company  has  engaged  in limited  activities  in the oil and gas
   business,  but has not generated significant revenues to date. The Company is
   currently seeking business opportunities.

   Use of estimates:

   The preparation of financial statements in conformity with generally accepted
   accounting  principles  requires management to make estimates and assumptions
   that affect the reported  amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the reported  amounts of revenues and expenses  during the reporting  period.
   Actual results could differ from those estimates.

   Fair value of financial instruments:

   The carrying  amount of cash and cash  equivalents  is assumed to approximate
   fair value because of the short maturities of those instruments.

   Loss per share:

   Net loss per common share is based on the weighted  average  number of shares
   outstanding during each period.

   Income taxes:

   The Company has adopted Statement of Financial  Accounting Standards No. 109,
   Accounting for Income Taxes. This statement provides for a liability approach
   under which  deferred  income taxes are provided  based upon enacted tax laws
   and rates applicable to the periods in which the taxes become payable.

   Cash flows:

   For purposes of the statement of cash flows, the Company considers all highly
   liquid debt instruments  purchased with a maturity of three months or less to
   be cash equivalents.

                                       F-8
<PAGE>


                            COGENCO INTERNATIONAL, INC.
                           (A Development Stage Company)

                           NOTES TO FINANCIAL STATEMENTS

                              March 31, 1998 and 1999

1. Significant accounting policies (continued)

   Concentrations of credit risk:

   Financial instruments which potentially subject the Company to concentrations
   of credit risk consist  principally of cash. The Company places its cash with
   high  quality  financial  institutions,  which  deposits  are  insured  up to
   $100,000 per institution by the Federal Deposit Insurance Corporation (FDIC).
   At times  during the year,  the  Company's  cash  deposits  exceeded the FDIC
   insurance limit.

   Computer equipment:

   Computer equipment is stated at cost. Depreciation is provided by the Company
   on straight-line and accelerated methods over estimated useful lives of three
   to five years.

2. Cogeneration facilities and equipment

   In March 1985, the Company entered into an agreement with an unrelated entity
   whereby the Company would design, install,  operate and maintain cogeneration
   equipment at a swimming pool in Arvada,  Colorado for a 15-year period ending
   in 2000.

   On January 9, 1986,  the Arvada pool  facility was sold to Anjo  Construction
   Company  (Anjo),  a company  owned by certain  officers and  directors of the
   Company, and the Company entered into a 60-month leaseback agreement.

   The Company assigned its rights to the cogeneration  facility,  its rights in
   several lawsuits (as a plaintiff), and its obligations under the cogeneration
   contract to Anjo in January 1990.

3. Stockholders' equity

   Stock issuances:

   On March 4,  1993,  the  Company  entered  into a letter of  intent  with two
   individuals,  previously  unrelated  to the  Company,  pursuant  to which the
   individuals  agreed to provide funding to the Company of $175,000.  1,610,000
   shares of common  stock  were  issued  for the  $175,000  subscription  price
   (approximately $.11 per share). These individuals have sold 483,334 shares to
   the Company's  president,  40,000 shares to a former director of the Company,
   transferred  543,333  shares  to a non  affiliated  company  and  transferred
   543,333  shares to the  Company's  law firm for services  performed  for that
   individual.


                                       F-9
<PAGE>


                            COGENCO INTERNATIONAL, INC.
                           (A Development Stage Company)

                           NOTES TO FINANCIAL STATEMENTS

                              March 31, 1998 and 1999



3. Stockholders' equity (continued)

   The two individuals  agreed to advance $10,000 per month to pay the Company's
   President for time and services  rendered in connection with the operation of
   the Company prior to  consummation  of the above  transaction.  The Company's
   President  was paid $50,000  ($10,000 per month) from  December  1992 through
   April 1993  pursuant to the letter of intent.  The  $50,000  was  recorded as
   additional paid-in capital and consulting  expense.  The two individuals also
   loaned  $100,000  to the  Company,  due  upon  demand  with no  interest  and
   unsecured. This loan was repaid in full in March 1993.

   On July 6,  1993,  the  Company  issued  50,000  shares of its $.01 par value
   common stock to a previously  unrelated  individual for cash consideration of
   $500,000, in a private offering.

   On January 15, 1994, a company owned by the two individuals purchased for $10
   warrants to purchase  750,000 shares of the Company's common stock at $10 per
   share exercisable  through June 30, 1998. These warrants expired  unexercised
   on June 30, 1998.

4. Income taxes

   No provision  for income taxes is required for the years ended March 31, 1998
   and 1999 or the period  from  inception  of the  development  stage (July 26,
   1990)  through  March 31, 1999 because the Company has incurred net operating
   losses for the periods.  The net  operating  losses  generated may be carried
   forward to offset future taxable  income.  The amount of  carryforwards  from
   1993 and prior years that may be used in the future will be limited  pursuant
   to Sections 382 and 383 of the Internal Revenue Code of 1986, as amended. The
   1993 and prior aggregate net operating loss  carryforward  for Federal income
   tax reporting  purposes is limited to approximately  $177,000,  of which only
   $11,800  may be used in any one year.  If not used to offset  future  taxable
   income, the carryforwards will expire as follows:






                                      F-10
<PAGE>


                            COGENCO INTERNATIONAL, INC.
                           (A Development Stage Company)

                           NOTES TO FINANCIAL STATEMENTS

                              March 31, 1998 and 1999




4. Income taxes (continued)

                    2003                         $  19,000
                    2004                            36,000
                    2005                             5,000
                    2006                            14,000
                    2007                           103,000
                    2008                           367,000
                    2009                            42,000
                    2010                            26,000
                    2011                            11,000
                    2012                            12,000
                    2013                             9,000
                    2019                            24,000
                                                 ---------

                                                 $ 668,000
                                                 =========

   As of March 31,  1998 and 1999,  total  deferred  tax  assets  and  valuation
   allowance are as follows:

                                                    1998          1999
                                                    ----          ----

     Deferred tax assets resulting from loss
      carryforward                               $ 228,000      $ 237,000
     Valuation allowance                          (228,000)      (237,000)
                                                 ---------      ---------
                                                 $       -      $       -
                                                 =========      =========


5. Related party transactions

   For the years  ended  March 31,  1998 and 1999 and  during  the  period  from
   inception of the development  stage,  the Company incurred legal costs of $0,
   $0 and $88,221, respectively,  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 years  ended  March 31,  1998 and 1999 and  during  the  period  from
   inception  of the  development  stage,  the Company  incurred  legal costs of
   $7,197,  $12,336,  and  $72,572,  respectively,  from a law  firm in  which a
   principal  of the law firm is a relative  of an officer  and  director of the
   Company.




                                      F-11
<PAGE>


                            COGENCO INTERNATIONAL, INC.
                           (A Development Stage Company)

                           NOTES TO FINANCIAL STATEMENTS

                              March 31, 1998 and 1999



6. Dry hole costs

   The Company  entered  into a letter of intent with Cody  Resources,  Inc.,  a
   privately-held corporation engaged in the oil and gas production industry, in
   April of 1993,  which  provided  for the  drilling of a test well in the West
   Pine Prospect,  Victoria  County,  Texas. The results of the initial drilling
   were unsuccessful. The Company's share of the related dry hole costs amounted
   to $123,086.


                                      F-12