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, 2004

                                       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.)

                            4085 South Dexter Street
                               Englewood, Colorado                 80113
                     --------------------------------------       --------
                    (Address of principal executive offices)     (Zip Code)

                    Issuer's telephone number: (303) 758-1357

       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: $ 95.

     Aggregate market value of voting stock held by non-affiliates as of May 31,
2004: $ -0-. There is currently no trading market for the Registrant's
securities.

     Number of shares of Common Stock, $.0l par value, outstanding as of May 31,
2004: 1,788,756.

     Documents incorporated by reference: None.

<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 l.    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
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 and has maintained itself as a
validly existing Colorado corporation, and has continued to make filings
required under the Securities Exchange Act of 1934. Cogenco has not received any
significant revenues or engaged in any business operations for more than the
past five years.


(b)      Business of Issuer.

         Since the time it ceased active business operations in 1988, management
of Cogenco has been actively seeking potential business opportunities. Although
Cogenco management has had discussions with several potential candidates, these
discussions have not resulted in any agreements or business combinations.

         Cogenco believes that there are many companies in its position which
are seeking business opportunities. In an effort to meet the competition,
Cogenco has maintained its status as a corporation in good standing under
Colorado law and has further filed all required reports with the Securities and
Exchange Commission. Cogenco will need a significant amount of additional

                                       2

<PAGE>


financing should it identify and complete a business acquisition. In that case,
Cogenco will become involved in business and will be engaged in competition with
others in that industry, and may be subject to a significant amount of
government regulation, depending on the industry in which it is engaged. Cogenco
has no patents, patent applications, or other material interest in intellectual
property. Cogenco does not produce any products or offer any services, and
therefore is not dependent on any material customer relationships. Since Cogenco
does not own any real property or engage in any business operations,
environmental compliance is not material to it.

         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.

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

         The Company currently maintains its offices at no charge in the
business office of Mr. David Brenman, the Company's President. 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.

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.

                                       3

<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 or the OTC Bulletin Board. Trading, if any, has been strictly limited to
the over-the-counter market. In the past, 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, there have been no sales of the Common
Stock in the public market for more than the past two years, and consequently
management is unable to report any market information.

(b)      Holders.

         (b)(1) The approximate number of record holders of the Company's Common
Stock, $.0l par value, as of June 23, 2004 was 805. 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
since its incorporation, 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 Company 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.

(d)      Securities Authorized for Issuance under Equity Compensation Plans

         At the present time, Cogenco has no securities authorized for issuance
under any equity compensation plan.

(e)      Sales of Unregistered Securities (Item 701 information).

         Cogenco has not issued any shares of its Common Stock or other
securities in more than the past three years. Consequently, there is no
disclosure required by this provision.

(f)      Purchases of Equity Securities by Cogenco and its Affiliates (Item 703
information).

         Not applicable since Cogenco's common stock is not registered under
Section 12 of the Securities Exchange Act of 1934.

                                       4

<PAGE>


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

Results of Operations

Years Ended March 31, 2003 and 2004.

         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 and biotechnology
industries 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
$(16,717) for the fiscal year ended March 31, 2004, not significantly different
than the net loss of $(15,745) for the fiscal year ended March 31, 2003. To the
extent the Company pursues a business opportunity, Cogenco expects that its
general and administrative expenses will increase significantly.

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. At March 31, 2004,
the Company had current assets of $29,512, and working capital of $29,512 to
provide the Company's liquidity. The Company believes that the working capital
currently available to it is sufficient to maintain Cogenco's activities at its
current level through March 31, 2005. In any event, if Cogenco were to hold a
shareholders' meeting, actively pursue a business opportunity, or engage in
business operations, it will be required to raise a significant amount of
additional capital to pay for these activities. There can be no assurance that
Cogenco will be able to raise any such capital, or that the terms on which
Cogenco can raise any capital will be commercially reasonable.

Plan of Operations

         Cogenco is not engaged in any business operations at the present time.
Although management receives proposals for business opportunities from third
parties and seeks out business opportunities with others, Cogenco has not
actively pursued any such business opportunity in more than the past two years.
The Company will continue reviewing opportunities in the oil and gas and
biotechnology industries, and in other industries as it becomes aware of
appropriate opportunities. 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 or
companies to be acquired at the present time. Until business opportunities are
identified and acquired, the Company's available cash is expected to satisfy its
cash requirements during the fiscal year ending March 31, 2005.

Off Balance Sheet Arrangements

         None

                                       5

<PAGE>


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 no prospects for business operations.

         We currently are not engaged in any business operations. Although we
have reviewed several possibilities for business operations during the past
several years, we have not found an opportunity for a business combination that
was attractive to management. We cannot offer any assurance that we will ever
find a 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 our working capital is and has been positive, this has been the case
only because we have had nominal operations and have minimized 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.

Our Board of Directors may not be sufficient under Colorado law.

         For more than the past ten years, our Board of Directors has consisted
of one and currently two persons. Our articles of incorporation require that we
have at least three directors. While there are arguments that actions approved
by two directors in these circumstances (constituting both a quorum and a
majority of the required three directors) are sufficient, there can be no
assurance that our actions when our board has consisted of fewer than three
directors have been properly taken.

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. 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.

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 any effort to raise capital for any operations in the
future 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 will
likely the interests of our existing shareholders.

                                       6

<PAGE>


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 Messrs. Brenman. Neither
David nor Albert Brenman have any employment agreement or any obligation to
continue providing services to Cogenco, and there can be no assurance that they
will continue to do so.

We are controlled by only a few officers and directors and, consequently,
purchasers of our shares will have very little ability to elect or control our
management.

         Our directors and officers beneficially own 48 % of the outstanding
shares of Common Stock as of June 15, 2004, and, accordingly, may have the
ability to elect a majority of the directors of Cogenco and otherwise to control
the Company. As a result, such persons, acting together, will have the ability
to substantially influence all matters submitted to stockholders for approval,
including the election and removal of directors and any merger, consolidation or
sale of substantially all of our assets, and to control our management and
affairs. Such concentration of ownership may have the effect of delaying,
deferring or preventing a change in control, impeding a merger, consolidation or
takeover or other business combination involving us or discouraging a potential
acquirer from making a tender offer or otherwise attempting to obtain control of
our business, even if such a transaction would be beneficial to other
stockholders.

Our Common Stock is vulnerable to pricing and purchasing actions that are beyond
our control and, therefore, persons acquiring our shares or warrants may be
unable to resell their shares or warrants at a profit as a result of this
volatility.


         No market exists for our Common Stock, and we cannot offer any
assurance that any market will develop. 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. The securities markets themselves have from time
to time and recently experienced significant price and volume fluctuations that
may be unrelated to the operating performance of particular companies. 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 may 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.

                                       7

<PAGE>


Future sales of our Common Stock may cause our stock price to decline.

         Our stock price may decline by future sales of our shares or the
perception that such sales may occur. As of June 15, 2004, all of the shares of
Common Stock held by our officers, directors, and 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 sold under Rule 144, or another
exemption from registration under the Securities Act.

         All of the restricted shares of our Common Stock are either eligible
for sale pursuant to Rule 144 or have been registered under the Securities Act
for resale by the holders. We are unable to estimate the amount, timing, or
nature of future sales of outstanding common stock. Sales of substantial amounts
of our Common Stock in the public market may cause the stock's market price to
decline if such a market should develop in the future. See "Shares Available for
Future Sale."

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

            We have never paid cash dividends on our Common Stock. We do not
expect to pay cash dividends on our Common Stock at any time in the foreseeable
future. The future payment of dividends directly depends upon our future
earnings, capital requirements, financial requirements and other factors that
our board of directors will consider. Since we do not anticipate paying cash
dividends on our Common Stock, return on your investment, if any, will depend
solely on an increase, if any, in the market value of our Common Stock.

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.

                                       8

<PAGE>


         Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or 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 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, 2003 and 2004..........................     F-2

     Statement of Operations - For the Years Ended March 31, 2003
       and 2004 and Cumulative Amounts from Inception of the
       Development Stage (July 26, 1990)
       through March 31, 2004 ........................................     F-3

     Statement of Stockholders' Equity
     For the Period from Inception of the Development
     Stage (July 26, 1990) through March 31, 2004.....................    F4-F6

     Statement of Cash Flows - For the Years
       Ended March 31, 2003 and 2004 and
       Cumulative Amounts from Inception of
       the Development Stage (July 26, 1990) through
       March 31, 2004.................................................     F-7

     Notes to Financial Statements
       March 31, 2003 and 2004........................................   F-8-F11

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.

Item 8A. Controls and Procedures.

(a)      Evaluation of Disclosure Controls and Procedures.

         As required by Rule 13a-15 under the Securities Exchange Act of 1934,
within the 90 days prior to the filing date of this report, Cogenco carried out
an evaluation of the effectiveness of the design and operation of its disclosure
controls and procedures. This evaluation was carried out under the supervision
and with the participation of Cogenco's principal executive officer (who also
serves as Cogenco's principal financial officer), who concluded that Cogenco's
disclosure controls and procedures are effective.

                                       9

<PAGE>


         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)      Changes in Internal Controls.

         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 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 directors of the Company are:

Name                            Age                  Position

David W. Brenman                 48                  Director, President,
                                                     Secretary and Treasurer

Albert Brenman                   78                  Director


The directors intend to appoint additional directors when appropriate.

David W. Brenman, age 48, has been since 1988 engaged as an independent
financial consultant. From 1984 until the present Mr. Brenman has served as
President and Director of the Company and also serves, as Treasurer and
Secretary of the Company. From 1987 to 1988 Mr. Brenman was a Vice President of
Lloyds International Corporation, the merchant banking subsidiary of Lloyds Bank
Plc. 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. Since
1994 and until March 2003, he served as President of Taltos S.p.A., a Company
engaged in the production of light-weight stone products. Mr. Brenman and his
wife have been named as a defendant in litigation brought in Arapahoe County,
Colorado, state court, which alleges corporate malfeasance by him in connection
with certain activities related to corporations owned by his wife and her
siblings. Mr. Brenman and his wife intend to deny all material allegations
against them and to defend the litigation which they believe to be spurious
efforts by certain of his wife's family members to gain absolute control over
the family's business and to avoid liability on certain indebtedness owed to a
trust of which Mr. Brenman's wife is a beneficiary.

                                       10

<PAGE>


Albert Brenman, age 78, father of David W. Brenman, has been a Director of the
Company since March 10, 2004. He and the law firms with which he was associated
have represented the Company since its inception in June of 1983. Mr. Brenman
graduated from the University of Denver where he received a BSBA with a major in
accounting and the University of Denver College of Law receiving a J.D. degree.
Mr. Brenman has practiced law in Denver, Colorado with his law firms from 1953
until his retirement in August of 2001. Mr. Brenman's law specialty is
corporate, business and securities law. Mr. Brenman will devote such time as may
be necessary to the affairs of the Company.

(b)      Significant Employees.

         The Company has no significant employees at the present time.

(c)      Family Relationships.

         Mr. Albert Brenman, a Director of the Company, is the father of David
W. Brenman, President, Secretary, Treasurer, and a Director of the Company.

(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)-(f)  No Audit Committee or Audit Committee Financial Expert.

         Cogenco's board of directors has not appointed an audit committee.

(g)      Material Changes to Nomination Procedures

         Cogenco has not held a meeting of its shareholders for more than the
past ten years. Shareholders may recommend nominees to the board of directors by
addressing correspondence to the President.

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

         Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires all directors, executive officers and persons who own more than 10% of
a registered class of securities, to file with the SEC initial reports of

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<PAGE>


ownership and reports of changes in ownership of Common Stock and other equity
securities of Cogenco. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file. Since Cogenco's Common Stock is not registered
pursuant to Section 12 of the Securities Exchange Act of 1934, Cogenco's
directors, executive officers, and significant shareholders are not subject to
the Section 16 filing obligations.

(i)      No Code of Ethics

         Cogenco has not adopted a code of ethics or a code of conduct that
applies to its principal executive officer, principal financial officer,
principal accounting officer, controller, or to persons performing similar
functions. Cogenco has not done so because its board of directors believes that
its nominal activities and nominal financial resources do not merit the expense
of preparing, adopting and administering a code of ethics. The board of
directors intends to adopt a code of ethics or a code of conduct when
circumstances warrant.

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

Cash Compensation.

         During the past three (3) fiscal years, no officer of the Company
received any compensation or reimbursements for expenses.

         Mr. David Brenman has received no stock options, employee benefits, or
other form of direct or indirect remuneration from the Company during the 2002,
2003 and 2004 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.

         Mr. Albert Brenman or his law firm has been paid for legal services and
expenses for the past three years as follows:

         Years ended:      March 31, 2002   $4,458.19
                           March 31, 2003   $6,000.00
                           March 31, 2004   $6,000.00


Compensation Under Plans.

         There are no currently effective stock option or bonus plans.

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 may 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, 2004 for
services as a director. Mr. Albert Brenman, currently a Director, is paid a
retainer of $500 per month for supervising the Company's accounting and legal
matters and storage of the Company's records.

                                       12

<PAGE>


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
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 June 15, 2004, 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        4085 So. Dexter Street
             Englewood, CO 80113

Common       International Penta Financial        698,985 (l)           39.1%
Stock        Services A.G.
             c/o Harold A.M.A. Janssen
             Hintergass 19
             P.O. Box 174 FL-9490. Vaduz
             Liechtenstein, Europe

Common       Albert Brenman                       367,247 (1) (2)       20.5%
Stock        4400 East Oxford Place
             Englewood, CO 80110

Common       Officers and                         864,289 (1)           48.32%
Stock        directors as a
             group (one
             person)

(1) Ownership is direct except with respect to 155,651 shares as to which Mr.
Janssen has signature authority and thus the ability to direct investment
decisions and voting on behalf of his European clients.

                                       13

<PAGE>


(2) Includes 181,111 shares registered in the name of Thomas A. Bromberg which
were acquired by Mr. Brenman from Mr. Bromberg on March 11, 2002 in
consideration of the sum of $182 in connection with Mr. Brenman's withdrawal
from the law firm 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.


(d)      Securities Authorized for Issuance under Equity Compensation Plans

         At the present time, Cogenco has no securities authorized for issuance
under any equity compensation plan.

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") provided legal representation to the Company until December 31, 2001.
Thereafter and currently Albert Brenman provides legal services to the Company.
Mr. Brenman, a Director since March 10, 2004, is the father of David W. Brenman,
the sole officer and a Director of the Company. Mr. Brenman owns 367,247 shares
of the Company's Common Stock. BBT was paid its standard hourly fees for legal
representation of the Company. Mr. Brenman is paid his standard hourly fee and
until recently provided office facilities to the Company at no charge. When Mr.
Brenman withdrew from BBT during 2001 he acquired 181,111 shares from BBT for
$182.

(d)      Transactions with Promoters.

         Not applicable.

                                     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.

31       Certification pursuant to Rule 13a-14(a).

32       Certification pursuant to 18 U.S.C.ss.1350.

                                       14

<PAGE>


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

Item 14. Principal Accountant Fees and Services.

(a)      Audit Fees.

         Our principal accountant, Causey, Demgen & Moore, Inc., billed us
aggregate fees in the amount of approximately $6,110 for the fiscal year ended
March 31, 2004 and $3,235 for the fiscal year ended March 31, 2003. These
amounts were billed for professional services that Causey, Demgen & Moore, Inc.
provided for the audit of our annual financial statements, review of the
financial statements included in our report on 10-QSB, and other services
typically provided by an accountant in connection with statutory and regulatory
filings or engagements for those fiscal years.

(b)      Audit-Related Fees.

         Causey, Demgen & Moore, Inc. billed us aggregate fees in the amount of
$9,345 for the fiscal years ended March 31, 2004 and 2003 for assurance and
related services that were reasonably related to the performance of the audit or
review of our financial statements.

(c)      Tax Fees

         Causey, Demgen & Moore, Inc. billed us aggregate fees in the amount of
approximately $0 for the fiscal year ended March 31, 2004 and approximately $0
for the fiscal year ended March 31, 2003, for tax compliance, tax advice, and
tax planning.

(d)      All Other Fees

         Causey,  Demgen & Moore,  Inc.  billed us  aggregate  fees in the
amount of $0 for the fiscal  years ended March 31, 2004 and 2003 for other fees.

(e)      Audit Committee's Pre-Approval Practice

         Section 10A(i) of the Securities Exchange Act of 1934 prohibits our
auditors from performing audit services for us as well as any services not
considered to be "audit services" unless such services are pre-approved by the
audit committee of the Board of Directors (or the Board of Directors as a whole
if there is no audit committee appointed), or unless the services meet certain
de minimis standards. Since Cogenco has no audit committee, the Board of
Directors pre-approved the audit services and tax services that Causey, Demgen &
Moore, Inc. performed for Cogenco during the year ended March 31, 2004, and has
pre-approved that firm's continuation of those services.

                                       15

<PAGE>


         The percentage of the fees for audit, audit-related, tax and other
services were as set forth in the following table:

          ------------------ ------------------------------------------------
                                     Percentage of total fees paid to
                                       Causey, Demgen & Moore, Inc.
          ------------------ ------------------------------------------------
                              Fiscal Year 2003             Fiscal Year 2004
          ------------------ --------------------- --------------------------
          Audit fees                      100%                  100%
          ------------------ --------------------- --------------------------
          Audit-related fees              100%                  100%
          ------------------ --------------------- --------------------------
          Tax fees                         0%                    0%
          ------------------ --------------------- --------------------------
          All other fees                   0%                    0%
          ------------------ --------------------- --------------------------


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.


                                   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 22, 2004
                            COGENGO 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 22, 2004
                            By:  /s/  David W. Brenman
                               ---------------------------------
                                      David W. Brenman, President, Principal
                                      Executive Officer, Principal Accounting
                                      Officer, principal Financial Officer and
                                      Director

Date:  June 22, 2004
                            By:  /s/  Albert Brenman
                               ---------------------------------
                                      Albert Brenman, Director

                                       16

<PAGE>


                           COGENCO INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2003 AND 2004

                                      WITH
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors and Shareholders
Cogenco International, Inc.


We have audited the accompanying balance sheets of Cogenco International, Inc.
(a development stage company) as of March 31, 2003 and 2004, 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, 2004. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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, 2003 and 2004, and the results of its operations and its cash flows
for the years then ended and the period from inception of the development stage
(July 26, 1990) through March 31, 2004, in conformity with U.S. generally
accepted accounting principles.



Denver, Colorado                            CAUSEY DEMGEN & MOORE INC.
June 15, 2004

                                       F-1

<PAGE>
<TABLE>
<CAPTION>


                            COGENCO INTERNATIONAL, INC.
                           (A Development Stage Company)
                                   BALANCE SHEET
                             March 31, 2003 and 2004


                                       ASSETS
                                       ------

                                                              2003           2004
                                                              ----           ----
<S>                                                      <C>             <C>
Current asset:
    Cash, in interest bearing accounts                    $    53,498    $    29,512

Computer equipment, at cost, net of accumulated
    depreciation of $3,572                                       --             --
                                                          -----------    -----------

Total assets                                              $    53,498    $    29,512
                                                          ===========    ===========


                                    LIABILITIES
                                    -----------
Current Liabilities:
    Accounts payable                                      $     7,269    $      --


                                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 $673,315 deficit
    accumulated during the development stage at
    March 31, 2004)                                        (2,026,059)    (2,042,776)
                                                          -----------    -----------

    Total stockholders' equity                                 46,229         29,512
                                                          -----------    -----------

    Total liabilities and stockholders' equity            $    53,498    $    29,512
                                                          ===========    ===========

                               See accompanying notes.

                                        F-2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                             COGENCO INTERNATIONAL, INC.
                            (A Development Stage Company)
                               STATEMENT OF OPERATIONS
         For the Years Ended March 31, 2003 and 2004 and Cumulative Amounts
   from Inception of the Development Stage (July 26, 1990) Through March 31, 2004



                                                                         Cumulative
                                                                        amounts from
                                               2003           2004        Inception
                                               ----           ----        ---------

Revenues:
     <S>                                   <C>            <C>            <C>
     Interest income                       $       372    $        95    $    41,954

Costs and expenses:
     Legal fees - related party (Note 4)         6,000          6,000        190,770
     Consulting and travel expenses -
       related party                              --             --          152,380
     Dry hole costs (Note 5)                      --             --          123,086
     General and administration                  8,848          9,921        243,301
     Storage expenses                            1,269            891          2,160
     Depreciation                                 --             --            3,572
                                           -----------    -----------    -----------

       Total costs and expenses                 16,117         16,812        715,269
                                           -----------    -----------    -----------

        Net loss (Note 3)                  $   (15,745)   $   (16,717)   $  (673,315)
                                           ===========    ===========    ===========

Basic and diluted loss per common share    $     (0.01)   $     (0.01)   $     (0.46)
                                           ===========    ===========    ===========

Weighted average number of common
     shares outstanding                      1,788,756      1,788,756      1,469,058
                                           ===========    ===========    ===========


                              See accompanying notes.

                                        F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                COGENCO INTERNATIONAL, INC.
                                               (A Development Stage Company)
                                            STATEMENT OF STOCKHOLDERS' EQUITY
              For the Period from Inception of the Development Stage (July 26, 1990) through March 31, 2004



                                                          Common stock           Additional                     Total
                                                    -------------------------     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

Sales 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 period ended March 31, 1992               --            --            --         (13,545)       (13,545)
                                                    -----------   -----------   -----------   -----------    -----------
Balance at 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 2)           1,610,000        16,100       158,900          --          175,000


                                              (Continued on following page)
                                                 See accompanying notes.

                                                           F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                             COGENCO INTERNATIONAL, INC.
                                            (A Development Stage Company)
                                          STATEMENT OF STOCKHOLDERS' EQUITY
              For the Period from Inception of the Development Stage (July 26, 1990) through March 31, 2004
                                         (Continued from the preceding page)



                                                          Common stock      Additional                    Total
                                                  -----------------------     paid-in    Accumulated  stockholders'
                                                    Shares       Amount       capital      deficit       equity
                                                  ----------   ----------   ----------   ----------    ----------
<S>                                               <C>           <C>         <C>           <C>          <C>
Net loss for the period ended March 31, 1993            --           --           --       (100,291)     (100,291)
                                                  ----------   ----------   ----------   ----------    ----------
Balance at 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 2)         --           --         10,000         --          10,000

Sale of stock to an individual for cash ($10.00
    per share) (Note 2)                               50,000          500      499,500         --         500,000

Net loss for the period ended March 31, 1994            --           --           --       (368,020)     (368,020)
                                                  ----------   ----------   ----------   ----------    ----------

Balance at March 31, 1994                          1,788,756       17,888    2,054,400   (1,863,239)      209,049


Net loss for the period ended March 31, 1995            --           --           --        (42,581)      (42,581)
                                                  ----------   ----------   ----------   ----------    ----------

Balance at March 31, 1995                          1,788,756       17,888    2,054,400   (1,905,820)      166,468

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

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

Net loss for the period ended March 31, 1997            --           --           --        (12,021)      (12,021)
                                                  ----------   ----------   ----------   ----------    ----------

Balance at March 31, 1997                          1,788,756       17,888    2,054,400   (1,943,654)      128,634

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


                                            (Continued on following page)
                                               See accompanying notes.

                                                        F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                             COGENCO INTERNATIONAL, INC.
                                            (A Development Stage Company)
                                          STATEMENT OF STOCKHOLDERS' EQUITY
              For the Period from Inception of the Development Stage (July 26, 1990) through March 31, 2004
                                         (Continued from the preceding page)



                                                     Common stock          Additional                     Total
                                               -------------------------    paid-in      Accumulated   stockholders'
                                                 Shares        Amount        capital       deficit        equity
                                               -----------   -----------   -----------   -----------    -----------
<S>                                            <C>           <C>           <C>           <C>            <C>
Net loss for the period ended March 31, 1999          --            --            --         (23,662)       (23,662)
                                               -----------   -----------   -----------   -----------    -----------
Balance at March 31, 1999                        1,788,756        17,888     2,054,400    (1,976,550)        95,738

Net loss for the period ended March 31, 2000          --            --            --          (8,177)        (8,177)
                                               -----------   -----------   -----------   -----------    -----------
Balance at March 31, 2000                        1,788,756        17,888     2,054,400    (1,984,727)        87,561

Net loss for the period ended March 31, 2001          --            --            --         (13,986)       (13,986)
                                               -----------   -----------   -----------   -----------    -----------
Balance at March 31, 2001                        1,788,756        17,888     2,054,400    (1,998,713)        73,575

Net loss for the period ended March 31, 2002          --            --            --         (11,601)       (11,601)
                                               -----------   -----------   -----------   -----------    -----------
Balance at March 31, 2002                        1,788,756        17,888     2,054,400    (2,010,314)        61,974

Net loss for the period ended March 31, 2003          --            --            --         (15,745)       (15,745)
                                               -----------   -----------   -----------   -----------    -----------
Balance at March 31, 2003                        1,788,756        17,888     2,054,400    (2,026,059)        46,229

Net loss for the period ended March 31, 2004          --            --            --         (16,717)       (16,717)
                                               -----------   -----------   -----------   -----------    -----------
Balance at March 31, 2004                        1,788,756   $    17,888   $ 2,054,400   $(2,042,776)   $    29,512
                                               ===========   ===========   ===========   ===========    ===========


                                               See accompanying notes.

                                                        F-6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                   COGENCO INTERNATIONAL, INC.
                                  (A Development Stage Company)
                                     STATEMENT OF CASH FLOWS
               For the Years Ended March 31, 2003 and 2004 and Cumulative Amounts
         from Inception of the Development Stage (July 26, 1990) Through March 31, 2004


                                                                                     Cumulative
                                                                                    amounts from
                                                                2003        2004      Inception
                                                               ----         ----      ---------
<S>                                                         <C>          <C>          <C>
Cash flows from operating activities:
     Net loss                                               $ (15,745)   $ (16,717)   $(673,315)
     Adjustment to reconcile net loss to net
       cash used in operating activities:
         Depreciation expense                                    --           --          3,572
         Consulting fees paid directly by
           common stock purchasers                               --           --         50,000
         Increase in accounts payable                           7,269       (7,269)       4,997
                                                            ---------    ---------    ---------
         Net cash used in operations                           (8,476)     (23,986)    (614,746)

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                                (8,476)     (23,986)      29,482

Cash and cash equivalents at
    beginning of year                                          61,974       53,498           30
                                                            ---------    ---------    ---------
Cash and cash equivalents at
     end of year                                            $  53,498    $  29,512    $  29,512
                                                            =========    =========    =========

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
</TABLE>

<PAGE>


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2003 and 2004


1.   Significant accounting policies
     -------------------------------

     Organization:

     Cogenco International, Inc. (the "Company") was incorporated in the State
     of Colorado on June 27, 1983. 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 accounting
     principles generally accepted in the United States of America 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 accounts for income taxes using 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, 2003 and 2004


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).

     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.   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.

     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.

                                      F-9

<PAGE>


                           COGENCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2003 and 2004


3.   Income taxes
     ------------

     No provision for income taxes is required for the years ended March 31,
     2003 and 2004 or the period from inception of the development stage (July
     26, 1990) through March 31, 2004 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:

                   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
                   2020                                    8,000
                   2021                                   14,000
                   2022                                   12,000
                   2023                                   16,000
                   2024                                   16,000
                                                       ---------
                                                       $ 679,000



     As of March 31, 2003 and 2004, total deferred tax assets and valuation
     allowance are as follows:

                                                          2003          2004
                                                        ---------     ---------
Deferred tax assets resulting from loss
carryforward                                            $ 248,200     $ 241,000
Valuation allowance                                      (248,200)     (241,000)
                                                        ---------     ---------
                                                        $    --       $    --
                                                        =========     =========

     A 100% valuation allowance has been established against the deferred tax
     asset, as utilization of the loss carryforwards cannot be reasonably
     assured.

                                      F-10

<PAGE>


4.   Related party transactions
     --------------------------

     For the years ended March 31, 2003 and 2004 and during the period from
     inception of the development stage, the Company incurred legal costs of
     $6,000, $6,000 and $190,770, respectively, from a law firm in which a
     former principal of the law firm is a relative of an officer and director
     of the Company and currently is a director of the Company.

5.   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-11