<HTML>
<HEAD>
   <TITLE>cogenco8k372008.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing</TITLE>
</HEAD>

<BODY bgcolor="#ffffff">


<A name="page_1"></A>
<P align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=3>UNITED STATES<BR>
</FONT></B><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=3>SECURITIES AND EXCHANGE COMMISSION</FONT></B></P>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=2>WASHINGTON, D.C. 20549</FONT></B></TD></TR></TABLE>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=3>FORM 8-K</FONT></B></TD></TR></TABLE>
<P align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">CURRENT REPORT </FONT></B></P>
<P align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</FONT></B></P>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">Date of Report: March 7, 2008</FONT></B></TD></TR></TABLE>
<P align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=5>COGENCO INTERNATIONAL INC.</FONT></B></P>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>(Name of small business issuer as specified in its charter)</FONT></TD></TR></TABLE>
<TABLE cellSpacing=0 cellPadding=0 width="97%" border=0>
<TR>
     <TD align=center width="27%"></TD>
     <TD align=center width="2%"></TD>
     <TD align=center width="41%"></TD>
     <TD align=center width="2%"></TD>
     <TD align=center width="27%"></TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=center><B><U><FONT face="Times New Roman" size=2>Colorado</FONT></U></B><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD>
     <TD><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD>
     <TD noWrap align=center><B><U><FONT face="Times New Roman" size=2>2-87052-D</FONT></U></B><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD>
     <TD><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD>
     <TD noWrap align=center><B><U><FONT face="Times New Roman" size=2>84-0194754</FONT></U></B><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=center><FONT face="Times New Roman" size=2>State of</FONT><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD>
     <TD><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD>
     <TD noWrap align=center><FONT face="Times New Roman" size=2>Commission File</FONT><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD>
     <TD><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD>
     <TD noWrap align=center><FONT face="Times New Roman" size=2>IRS Employer</FONT><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=center><FONT face="Times New Roman" size=2>Incorporation</FONT><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD>
     <TD><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD>
     <TD noWrap align=center><FONT face="Times New Roman" size=2>Number</FONT><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD>
     <TD><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD>
     <TD noWrap align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2><FONT face="Times New Roman">Identification </FONT><FONT face="Times New Roman">No.</FONT></FONT><FONT face="Times New Roman" size=2>&nbsp; </FONT></TD></TR></TABLE><BR>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=2><B>6400 South Fiddler&#146;s Green Circle, Suite 1840</B><BR>
<B><U>Greenwood Village, CO</U></B><BR>
<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Address of principal executive offices</FONT><BR>
</FONT></TD></TR></TABLE></P>
<P align=center>&nbsp;</P>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><B><U><FONT face="Times New Roman" size=2>303-758-1357</FONT></U></B><BR>
<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>Telephone number, including</FONT><BR>
<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>Area code</FONT><BR>
<BR>
<FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=2><B><U>Not applicable</U></B><BR>
<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Former name or former address if changed since last report</FONT></FONT></TD></TR></TABLE></P>
<P align=left><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:</FONT></P>
<TABLE cellSpacing=0 cellPadding=0 border=0>
<TR>
     <TD vAlign=top noWrap><FONT face=Symbol size=2><FONT face=Wingdings>&#168;</FONT></FONT><FONT face="Times New Roman" size=2>&nbsp;&nbsp; </FONT></TD>
     <TD width="100%"><FONT face="Times New Roman" size=2>Written communications pursuant to Rule 425 under the Securities Act</FONT> </TD></TR>
<TR>
     <TD colSpan=2><FONT face="Times New Roman" size=2>&nbsp;</FONT></TD></TR>
<TR>
     <TD vAlign=top noWrap><FONT face=Symbol size=2><FONT face=Wingdings>&#168;</FONT></FONT><FONT face="Times New Roman" size=2>&nbsp;&nbsp; </FONT></TD>
     <TD width="100%"><FONT face="Times New Roman" size=2>Soliciting material pursuant to Rule 14a-12 under the Exchange Act</FONT> </TD></TR>
<TR>
     <TD colSpan=2><FONT face="Times New Roman" size=2>&nbsp;</FONT></TD></TR>
<TR>
     <TD vAlign=top noWrap><FONT face=Symbol size=2><FONT face=Wingdings>&#168;</FONT></FONT><FONT face="Times New Roman" size=2><FONT face=Symbol>&nbsp;&nbsp;</FONT>&nbsp;&nbsp; </FONT></TD>
     <TD width="100%"><FONT face="Times New Roman" size=2>Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act</FONT> </TD></TR>
<TR>
     <TD colSpan=2><FONT face="Times New Roman" size=2>&nbsp;</FONT></TD></TR>
<TR>
     <TD vAlign=top noWrap><FONT face=Symbol size=2><FONT face=Wingdings>&#168;</FONT></FONT><FONT face="Times New Roman" size=2> </FONT></TD>
     <TD width="100%"><FONT face="Times New Roman" size=2>Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act</FONT> </TD></TR>
<TR>
     <TD colSpan=2><FONT face="Times New Roman" size=2>&nbsp;</FONT></TD></TR></TABLE>
<P align=left><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>Indicate by checkmark whether registrant is a shell company as defined in Rule 12b-2 of the Exchange Act: Yes XX No ___</FONT></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" noShade SIZE=2>


<A name="page_2"></A>
<P align=left><B><FONT face="Times New Roman" size=2>Item 1.01 &#150; Entry Into a Material Definitive Agreement</FONT></B></P>
<P style="MARGIN-LEFT: 0%" align=left><FONT face="Times New Roman" size=2>&nbsp;&nbsp;&nbsp;&nbsp; On March 7, 2008, Cogenco International Inc. (the &#147;Company&#148; or &#147;Cogenco&#148;) entered into two separate stock purchase agreements with:</FONT></P>
<TABLE style="FONT-SIZE: 10pt; WIDTH: 731px; FONT-FAMILY: ''''Times New Roman''''; HEIGHT: 70px" cellSpacing=0 cellPadding=0 border=0>
<TR>
     <TD vAlign=top noWrap>(i)&nbsp;&nbsp;&nbsp; </TD>
     <TD width="100%">Genesis Biotechnology Fund Limited (&#147;Genesis Biotech&#148;); and </TD></TR>
<TR>
     <TD colSpan=2>&nbsp;</TD></TR>
<TR>
     <TD vAlign=top noWrap>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </TD>
     <TD width="100%">Genesis Capital Management Limited (Genesis Management&#148;). </TD></TR>
<TR>
     <TD colSpan=2>&nbsp;</TD></TR></TABLE>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="Times New Roman" size=2>Collectively Genesis Biotech and Genesis Management are referred to as &#147;Genesis.&#148; Genesis Biotech is a sub-fund of Genesis Investment Funds Limited, licensed under the laws of St. Vincent and the Grenadines. Genesis Management is the fund manager for Genesis Investment Funds Limited and its sub-funds, and is controlled by Herald A.M.A. Janssen and Peter H. Jacobs. Until January 1, 2007, Mr. Janssen also controlled MJM Asset Management Company Establishment (&#147;MJM&#148;), a Liechtenstein-based company he founded in 1997 which had prior relationships with the Company as described in the Company&#146;s previous reports. Mr. Janssen no longer has any direct or indirect interest in MJM. During the period of Mr. Janssen&#146;s ownership, Cogenco paid MJM Asset Management a finders&#146; fee of 7&#189;% of the $3,900,000 in funds raised by MJM Asset Management for Cogenco and paid one-third of the fee received to David W.
Brenman, president of Cogenco, in accordance with an oral agreement between them. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;By way of the two stock purchase agreements the Company divested its entire interest in DMI Biosciences, Inc. (&#147;DMI&#148;) which consisted of 1,673,256 shares of DMI common stock. There is a significant amount of information about DMI is Cogenco&#146;s annual report on Form 10-KSB for the year ended March 31, 2007. </FONT></P>
<P align=left><B><I><FONT face="Times New Roman" size=2>Background</FONT></I></B></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="Times New Roman" size=2>The Company&#146;s acquired the shares of DMI common stock in June through December 2007. Prior to March 2007, Cogenco&#146;s sole relationship with DMI was through a letter of intent and then co-development agreements by which we agreed to participate in the development of a drug for the treatment of asthma in humans. The letter of intent also included the parties&#146; agreement to attempt to negotiate a business combination between DMI and Cogenco. Although Cogenco provided DMI $3,250,000 in financing, Cogenco did not provide any further financing to DMI as contemplated by that agreement and the business combination contemplated between DMI and Cogenco did not occur. Although Cogenco and DMI amended those agreements in February 2006, ultimately Cogenco did not provide the financing contemplated by the amended agreements. Cogenco converted the $3,250,000 investment into 1,000,000 shares of DMI common stock in accordance with th
e pre-existing agreements.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During the period from March through November 2007, Cogenco entered into stock purchase agreements with DMI under which Cogenco purchased a total of 673,256 shares of DMI common stock for a total price of $580,000. Cogenco had a right to purchase additional shares and receive option to purchase 1,000,000 of DMI common stock, but did not complete that purchase. Cogenco assigned these rights to Genesis </FONT></P>
<P align=center><FONT size=2>2</FONT></P>
<P align=center><FONT face="Times New Roman" size=3></FONT>&nbsp;</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" noShade SIZE=2>


<A name="page_3"></A>
<P align=left><FONT face="Times New Roman" size=2>Biotech which did complete that purchase and (as a result) is a shareholder and holds an option to purchase an additional 1,000,000 shares of DMI common stock at $1.00 per share through December 2008.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT face="Times New Roman" size=2>Prior to the divestiture of our DMI shares, our interest in the DMI shares was the most significant asset on our balance sheet, and placed Cogenco at risk of being subject to regulation under the Investment Company Act of 1940 (the &#147;ICA&#148;). Although Cogenco took advantage of the transient investment company exemption found in ICA Rule 3a-2, that exemption is only available for a single year. Cogenco has been making disclosure about the potential applicability of the ICA since filing its annual report on Form 10-KSB for the year ended March 31, 2007, and in February 2008 received an inquiry from the Securities and Exchange Commission. In order to avoid ICA regulation, potential regulatory action, and the cost attendant to registration and operation under the ICA, Cogenco determined it to be preferable to sell the DMI shares to Genesis Biotech and Genesis Management, which were al
ready direct and indirect shareholders of DMI. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT face="Times New Roman" size=2>Prior to entering into the transactions with Genesis the Company determined that, although the DMI shares were significant assets of Cogenco on its balance sheet, the sale of the DMI shares was in the Company&#146;s ordinary course of business. Cogenco has in the past received and sold shares of Helix Biopharma Corporation as reported in prior reports. In addition (and as also previously reported), Cogenco had originally acquired the DMI shares in negotiations to pursue a business combination with DMI, but which negotiations have not been successful. In the same manner that the acquisition of the shares was deemed to be in the ordinary course of Cogenco&#146;s business, the board determined that the disposition of those shares was as well.</FONT></P>
<P align=left><B><I><FONT face="Times New Roman" size=2>The Stock Purchase Agreements and the Promissory Note</FONT></I></B></P>
<P align=left><FONT face="Times New Roman" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT face="Times New Roman" size=2>As noted above, on March 7, 2008, the Company entered into two separate stock purchase agreements.</FONT></P>
<TABLE cellSpacing=0 cellPadding=0 border=0>
<TR>
     <TD vAlign=top noWrap><FONT face=Symbol>&#183;</FONT>&nbsp; &nbsp; &nbsp; </TD>
     <TD width="100%"><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif"><FONT size=2>Pursuant to the stock purchase agreement with Genesis Biotech, the Company sold 1,423,256 of its shares of DMI common stock to Genesis Biotech in consideration for Genesis Biotech surrendering 1,423,256 shares of Company commo</FONT><FONT size=2>n stock.</FONT></FONT> </TD></TR>
<TR>
     <TD colSpan=2>&nbsp;</TD></TR>
<TR>
     <TD vAlign=top noWrap><FONT face=Symbol>&#183;</FONT>&nbsp; &nbsp; &nbsp; </TD>
     <TD width="100%"><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>Pursuant to the stock purchase agreement between the Company and Genesis Management the Company sold 250,000 shares of DMI stock to Genesis Management in consideration for $250,000, for which the Company received a promissory note. The promissory note is in a principal amount of $250,000, carries a 6% interest and provides that Genesis Management is to pay the Company $25,000 per quarter. The first payment under the note is due on June 30, 2007 and the final payment is due on December 31, 2010, with the total principal and interest payments totaling $275,000.</FONT> </TD></TR>
<TR>
     <TD colSpan=2>&nbsp;</TD></TR></TABLE>
<P align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>3</FONT></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" noShade SIZE=2>


<A name="page_4"></A>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="Times New Roman" size=2>Cogenco valued the DMI shares for purchase at $1.00 per share, which is approximately three times book value of those shares. Cogenco&#146;s valuation is based on ongoing activities at DMI. Genesis Biotech and its predecessors paid $10.00 per share for the Cogenco stock that Genesis Biotech surrendered to the Company. Cogenco also investigated the collectability of the $250,000 note and the Cogenco board believes that such note is collectible as it becomes due.</FONT></P>
<P align=left><B><I><FONT face="Times New Roman" size=2>Relationship Between Cogenco and Genesis</FONT></I></B></P>
<P align=left><FONT face="Times New Roman" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As reported in the Company&#146;s most recent Annual Report on Form 10-KSB, Genesis Investment Funds Limited (the parent fund that includes Genesis Biotech) had the right to vote and dispose of approximately 62% of the Company&#146;s outstanding common shares at May 31, 2007. As reported in a current report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2007, the Cogenco directors sold their Cogenco shares (a total of 964,289 shares of Cogenco common stock) to Genesis Investment Funds Limited.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of the DMI common stock transactions at issue Genesis will continue to be the most significant shareholder of Cogenco, owning approximately 1,200,000 shares of Cogenco common stock (more than 95% of the total number of shares outstanding after the transactions described herein).</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the significant ownership that Genesis has in Cogenco and although the directors of Cogenco have a small minority ownership interest in Genesis Biotech, the directors noted that Genesis did not initiate this transaction, nor did Genesis attempt to influence the board&#146;s decision. In reality, Cogenco initiated this transaction with Genesis Biotech and Genesis Management because of the issues under the ICA and the fact that Genesis was already a holder of DMI shares.</FONT></P>
<P align=left><B><FONT face="Times New Roman" size=2>Item 9.01 &#150; Financial Statements and Exhibits</FONT></B></P>
<TABLE style="FONT-SIZE: 10pt; FONT-FAMILY: ''''Times New Roman''''" cellSpacing=0 cellPadding=0 width="97%" border=0>
<TR>
     <TD width="7%"></TD>
     <TD width="2%"></TD>
     <TD width="11%"></TD>
     <TD width="2%"></TD>
     <TD width="76%"></TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=left>(c)&nbsp; </TD>
     <TD>&nbsp; </TD>
     <TD noWrap align=left colSpan=3>Exhibits&nbsp; </TD></TR>
<TR>
     <TD noWrap align=left background="">&nbsp;&nbsp;&nbsp;&nbsp; </TD>
     <TD background=""></TD>
     <TD noWrap align=left background="" colSpan=3></TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=left>&nbsp; </TD>
     <TD>&nbsp; </TD>
     <TD noWrap align=left>10.1&nbsp; </TD>
     <TD>&nbsp; </TD>
     <TD noWrap align=left>Securities Purchase Agreement dated March 7, 2008&nbsp; </TD></TR>
<TR>
     <TD noWrap align=left background="">&nbsp;&nbsp;&nbsp;&nbsp; </TD>
     <TD background=""></TD>
     <TD noWrap align=left background=""></TD>
     <TD background=""></TD>
     <TD noWrap align=left background=""></TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=left>&nbsp; </TD>
     <TD>&nbsp; </TD>
     <TD noWrap align=left>10.2&nbsp; </TD>
     <TD>&nbsp; </TD>
     <TD noWrap align=left>Securities Purchase Agreement dated March 7, 2008&nbsp; </TD></TR>
<TR>
     <TD noWrap align=left background="">&nbsp;&nbsp;&nbsp;&nbsp; </TD>
     <TD background=""></TD>
     <TD noWrap align=left background=""></TD>
     <TD background=""></TD>
     <TD noWrap align=left background=""></TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=left>&nbsp; </TD>
     <TD>&nbsp; </TD>
     <TD noWrap align=left>10.3&nbsp; </TD>
     <TD>&nbsp; </TD>
     <TD noWrap align=left>Promissory Note dated March 7, 2008.&nbsp; </TD></TR></TABLE><BR>
<P align=center><FONT face="Times New Roman" size=2>4</FONT></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" noShade SIZE=2>


<A name="page_5"></A>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">SIGNATURES</FONT></B></TD></TR></TABLE></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="Times New Roman" size=2>&nbsp;</FONT><FONT face="Times New Roman" size=2>Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 11th day of March 2008.</FONT></P>
<TABLE cellSpacing=0 cellPadding=0 width="97%" border=0>
<TR>
     <TD width="49%" background=""></TD>
     <TD width="1%">&nbsp;</TD>
     <TD width="50%"></TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=left background=""></TD>
     <TD>&nbsp;</TD>
     <TD noWrap align=left><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">Cogenco International, Inc.</FONT></B>&nbsp; </TD></TR>
<TR>
     <TD background=""></TD>
     <TD>&nbsp;</TD>
     <TD>&nbsp; </TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=left background=""></TD>
     <TD>&nbsp;</TD>
     <TD noWrap align=left><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>By:</FONT><U><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>_/s/ David W. Brenman</FONT></U></TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=left background=""></TD>
     <TD>&nbsp;</TD>
     <TD noWrap align=left><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>David W. Brenman</FONT><FONT size=2>&nbsp; </FONT></TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=left background=""></TD>
     <TD>&nbsp;</TD>
     <TD noWrap align=left><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>President</FONT><FONT size=2>&nbsp; </FONT></TD></TR></TABLE><BR>
<P align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>5</FONT></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" noShade SIZE=2>

</BODY>

</HTML>
[{"type": "8-K", "sequence": "1", "filename": "cogenco8k372008.htm", "description": "FORM 8-K", "secsgml_size_bytes": 21728}]
{"company-data": {"conformed-name": "COGENCO INTERNATIONAL INC", "cik": "0000730729", "assigned-sic": "6770", "irs-number": "840914754", "state-of-incorporation": "CO", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "002-87052-D", "film-number": "08684018"}, "business-address": {"street1": "1775 SHERMAN STREET", "street2": "SUITE 1001", "city": "DENVER", "state": "CO", "zip": "80203", "phone": "3038940234"}, "mail-address": {"street1": "1775 SHERMAN ST", "street2": "SUITE 1001", "city": "DENVER", "state": "CO", "zip": "80203"}}
cogenco8k372008.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 7, 2008
COGENCO INTERNATIONAL INC.
(Name of small business issuer as specified in its charter)
Colorado
2-87052-D
84-0194754
State of
Commission File
IRS Employer
Incorporation
Number
Identification
No.
6400 South Fiddler's Green Circle, Suite 1840
Greenwood Village, CO
Address of principal executive offices
303-758-1357
Telephone number, including
Area code
Not applicable
Former name or former address if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Indicate by checkmark whether registrant is a shell company as defined in Rule 12b-2 of the Exchange Act: Yes XX No ___
Item 1.01 – Entry Into a Material Definitive Agreement
On March 7, 2008, Cogenco International Inc. (the "Company" or "Cogenco") entered into two separate stock purchase agreements with:
(i)
Genesis Biotechnology Fund Limited ("Genesis Biotech"); and
(ii)
Genesis Capital Management Limited (Genesis Management").
Collectively Genesis Biotech and Genesis Management are referred to as "Genesis." Genesis Biotech is a sub-fund of Genesis Investment Funds Limited, licensed under the laws of St. Vincent and the Grenadines. Genesis Management is the fund manager for Genesis Investment Funds Limited and its sub-funds, and is controlled by Herald A.M.A. Janssen and Peter H. Jacobs. Until January 1, 2007, Mr. Janssen also controlled MJM Asset Management Company Establishment ("MJM"), a Liechtenstein-based company he founded in 1997 which had prior relationships with the Company as described in the Company's previous reports. Mr. Janssen no longer has any direct or indirect interest in MJM. During the period of Mr. Janssen's ownership, Cogenco paid MJM Asset Management a finders' fee of 7½% of the $3,900,000 in funds raised by MJM Asset Management for Cogenco and paid one-third of the fee received to David W.
Brenman, president of Cogenco, in accordance with an oral agreement between them.
By way of the two stock purchase agreements the Company divested its entire interest in DMI Biosciences, Inc. ("DMI") which consisted of 1,673,256 shares of DMI common stock. There is a significant amount of information about DMI is Cogenco's annual report on Form 10-KSB for the year ended March 31, 2007.
Background
The Company's acquired the shares of DMI common stock in June through December 2007. Prior to March 2007, Cogenco's sole relationship with DMI was through a letter of intent and then co-development agreements by which we agreed to participate in the development of a drug for the treatment of asthma in humans. The letter of intent also included the parties' agreement to attempt to negotiate a business combination between DMI and Cogenco. Although Cogenco provided DMI $3,250,000 in financing, Cogenco did not provide any further financing to DMI as contemplated by that agreement and the business combination contemplated between DMI and Cogenco did not occur. Although Cogenco and DMI amended those agreements in February 2006, ultimately Cogenco did not provide the financing contemplated by the amended agreements. Cogenco converted the $3,250,000 investment into 1,000,000 shares of DMI common stock in accordance with th
e pre-existing agreements.
During the period from March through November 2007, Cogenco entered into stock purchase agreements with DMI under which Cogenco purchased a total of 673,256 shares of DMI common stock for a total price of $580,000. Cogenco had a right to purchase additional shares and receive option to purchase 1,000,000 of DMI common stock, but did not complete that purchase. Cogenco assigned these rights to Genesis
2
Biotech which did complete that purchase and (as a result) is a shareholder and holds an option to purchase an additional 1,000,000 shares of DMI common stock at $1.00 per share through December 2008.
Prior to the divestiture of our DMI shares, our interest in the DMI shares was the most significant asset on our balance sheet, and placed Cogenco at risk of being subject to regulation under the Investment Company Act of 1940 (the "ICA"). Although Cogenco took advantage of the transient investment company exemption found in ICA Rule 3a-2, that exemption is only available for a single year. Cogenco has been making disclosure about the potential applicability of the ICA since filing its annual report on Form 10-KSB for the year ended March 31, 2007, and in February 2008 received an inquiry from the Securities and Exchange Commission. In order to avoid ICA regulation, potential regulatory action, and the cost attendant to registration and operation under the ICA, Cogenco determined it to be preferable to sell the DMI shares to Genesis Biotech and Genesis Management, which were al
ready direct and indirect shareholders of DMI.
Prior to entering into the transactions with Genesis the Company determined that, although the DMI shares were significant assets of Cogenco on its balance sheet, the sale of the DMI shares was in the Company's ordinary course of business. Cogenco has in the past received and sold shares of Helix Biopharma Corporation as reported in prior reports. In addition (and as also previously reported), Cogenco had originally acquired the DMI shares in negotiations to pursue a business combination with DMI, but which negotiations have not been successful. In the same manner that the acquisition of the shares was deemed to be in the ordinary course of Cogenco's business, the board determined that the disposition of those shares was as well.
The Stock Purchase Agreements and the Promissory Note
As noted above, on March 7, 2008, the Company entered into two separate stock purchase agreements.
·
Pursuant to the stock purchase agreement with Genesis Biotech, the Company sold 1,423,256 of its shares of DMI common stock to Genesis Biotech in consideration for Genesis Biotech surrendering 1,423,256 shares of Company commo
n stock.
·
Pursuant to the stock purchase agreement between the Company and Genesis Management the Company sold 250,000 shares of DMI stock to Genesis Management in consideration for $250,000, for which the Company received a promissory note. The promissory note is in a principal amount of $250,000, carries a 6% interest and provides that Genesis Management is to pay the Company $25,000 per quarter. The first payment under the note is due on June 30, 2007 and the final payment is due on December 31, 2010, with the total principal and interest payments totaling $275,000.
3
Cogenco valued the DMI shares for purchase at $1.00 per share, which is approximately three times book value of those shares. Cogenco's valuation is based on ongoing activities at DMI. Genesis Biotech and its predecessors paid $10.00 per share for the Cogenco stock that Genesis Biotech surrendered to the Company. Cogenco also investigated the collectability of the $250,000 note and the Cogenco board believes that such note is collectible as it becomes due.
Relationship Between Cogenco and Genesis
As reported in the Company's most recent Annual Report on Form 10-KSB, Genesis Investment Funds Limited (the parent fund that includes Genesis Biotech) had the right to vote and dispose of approximately 62% of the Company's outstanding common shares at May 31, 2007. As reported in a current report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2007, the Cogenco directors sold their Cogenco shares (a total of 964,289 shares of Cogenco common stock) to Genesis Investment Funds Limited.
As a result of the DMI common stock transactions at issue Genesis will continue to be the most significant shareholder of Cogenco, owning approximately 1,200,000 shares of Cogenco common stock (more than 95% of the total number of shares outstanding after the transactions described herein).
Notwithstanding the significant ownership that Genesis has in Cogenco and although the directors of Cogenco have a small minority ownership interest in Genesis Biotech, the directors noted that Genesis did not initiate this transaction, nor did Genesis attempt to influence the board's decision. In reality, Cogenco initiated this transaction with Genesis Biotech and Genesis Management because of the issues under the ICA and the fact that Genesis was already a holder of DMI shares.
Item 9.01 – Financial Statements and Exhibits
(c)
Exhibits
10.1
Securities Purchase Agreement dated March 7, 2008
10.2
Securities Purchase Agreement dated March 7, 2008
10.3
Promissory Note dated March 7, 2008.
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 11th day of March 2008.
Cogenco International, Inc.
By:
_/s/ David W. Brenman
David W. Brenman
President
5