FORM 10-K
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, 2009
OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from_________________	to___________________

FORM 10-K

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, 2010

[ ] 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~~GENESIS ~~INTERNATIONAL,~~SOLAR ~~INC. (Name of registrant as specified in its charter)~~CORPORATION

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

(Name of registrant as specified in its charter)

Issuer’s telephone number: (303) 221-3680

Colorado	84-0914754
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

~~Securities~~4600 ~~registered~~South ~~under~~Ulster ~~Section~~Street, ~~12(b)~~Suite ~~of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: None~~800

~~Indicate by check mark if the registrant is a well-known seasoned issuer~~Denver, asCO ~~defined in Rule 405 of the Securities Act Yeso NoR~~80237

~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15~~ (d)Address of ~~the~~principal ~~Exchange~~executive ~~Act. Yes o NoR~~offices)

~~Indicate~~Issuer’s bytelephone ~~check~~number: mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the past 90 days. YesR Noo303-221-3680

~~Indicate~~Securities byregistered ~~check~~under ~~mark~~Section whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 ~~months~~ (orb) ~~for~~of ~~such shorter period that~~ the ~~registrant~~Exchange ~~was~~Act: ~~required to submit and post such files). Yeso Noo~~None

~~Indicate~~Securities byregistered ~~check~~under ~~mark~~Section if12(g) ~~disclosure~~ of ~~delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to~~ the ~~best~~Exchange ofAct: ~~registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. YesR Noo~~None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

Yes o No R

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No R

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the past 90 days.

Yes R No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K.

Yes R No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company:

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting Company R

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~YesR~~ Noo As of June 15, 2009, there were 1,233,000 shares of the Registrant’s $.01 par value Common Stock (“Common Stock”), the Registrant’s only outstanding class of voting securities, outstanding.

~~The~~Yes ~~aggregate~~R No ~~market value of Common Stock held by non-affiliates of the Registrant as of September 30, 2008, was $0.~~o

As of June 18, 2010, there were 17,109,093 shares of the Registrant’s $.01 par value Common Stock (“Common Stock”), the Registrant’s only outstanding class of voting securities, outstanding.

The aggregate market value of Common Stock held by non-affiliates of the Registrant as of September 30, 2009, was $0.

~~COGENCO~~GENESIS ~~INTERNATIONAL,~~SOLAR ~~INC.~~CORPORATION

FORM 10-K ~~PART I~~

~~Statements~~PART that we make in this Form 10-K that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions in the federal securities laws and judicial interpretations thereof. 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 Cogenco that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation 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.I

Statements that we make in this Form 10-K that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions in the federal securities laws and judicial interpretations thereof. 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 Genesis Solar Corporation that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation 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. Business.

Business Development.

Genesis Solar Corporation (formerly known as Cogenco International, Inc.,) (“Genesis Solar” 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. The ~~Cogenco~~Company commenced active business operations after it completed its initial public offering of securities in February 1985, pursuant to which ~~Cogenco~~the Company realized total net proceeds of approximately $1,000,000. The ~~Cogenco~~Company eventually depleted its financial resources and was not able to secure additional capital to continue active business operations., ~~Cogenco~~and as a result ceased active business operations in early 1988. The ~~Cogenco~~Company has been seeking potential business opportunities since that time, has maintained itself as a validly existing Colorado corporation, and has continued to make filings under Section 15(d) of the Securities Exchange Act of 1934. Except for a series of private equity financings in 2005, 2006, and 2007 totaling approximately $4.7 million, and the activities described below with respect to DMI BioSciences, Inc. (“DMI”), and asGenesis ~~described~~Energy ~~below~~Investment inPlc. (“~~Business~~GEI ~~of the Issuer -- Recent Developments,~~Plc.”), ~~Cogenco~~Genesis Solar has not engaged in active business operations for more than the past five years. The ~~Cogenco~~Company has not received any revenues from operations for more than the past ten years.

~~During~~Effective ~~our~~December ~~2004 fiscal year~~7, we2009 ~~entered~~the ~~into~~Company achanged ~~letter~~its ofname ~~intent~~from ~~and~~Cogenco ~~then~~International, anInc. ~~agreement with DMI by which we agreed~~ to ~~participate~~Genesis inSolar ~~the~~Corporation ~~development~~when ~~of a drug for~~ the ~~treatment~~Company’s ofAmended ~~asthma in humans. We amended those agreements at various times,~~ and onRestated ~~June~~Articles ~~22,~~of ~~2007,~~Incorporation ~~Cogenco~~became ~~converted~~effective ~~its~~under ~~$3,250,000~~Colorado ~~investment~~law. Genesis ~~into~~Solar ~~1,000,000~~has ~~shares~~made ofthe ~~DMI~~filings ~~common~~it ~~stock~~believes inare ~~accordance~~necessary with the ~~pre-existing~~Financial ~~agreements.~~Industry ~~Cogenco~~Regulatory ~~entered~~Authority ~~into~~(“FINRA”) ~~certain~~to ~~stock~~obtain ~~purchase~~a ~~agreements~~new ~~with~~symbol ~~DMI~~for ~~under~~the ~~which~~Company’s ~~Cogenco~~common ~~purchased an additional 673~~stock,~~256~~ ~~shares~~and ~~at an aggregate purchase price of $580,000. We had a right~~ to ~~purchase~~reflect ~~additional~~the ~~shares~~name ~~and~~change ~~receive~~in athe ~~warrant~~financial ~~to purchase another 1~~markets,~~000,000~~ ~~shares,~~ however weas ~~did~~of ~~not~~June ~~complete that purchase. In March 2008~~18, we2010 ~~sold~~the ~~our~~Company ~~entire~~has ~~interest~~not inbeen ~~DMI.~~assigned Wea ~~are~~new notrading ~~longer pursuing any business opportunities or transactions with DMI~~symbol.

We do not currently have any subsidiary corporations. The address of our principal executive offices and our telephone and facsimile numbers at that address are:

~~Cogenco~~Genesis ~~International,~~Solar ~~Inc. Suite 1840, 6400 South Fiddler’s Green Circle Greenwood Village, CO 80111 Telephone No.: (303) 221-3680 Facsimile No.: (303) 759-3553~~Corporation

4600 South Ulster Street, Suite 800

Denver, CO 80237

Telephone No.: (303) 221-3680

Facsimile No.: (303) 221-8686

Business of Issuer.

General Information.

Since ~~Cogenco~~the Company ceased active business operations in 1988, we have been seeking potential business opportunities. Although at times we have had discussions with ~~potential~~third ~~candidates~~parties, to date these discussions have not resulted in ~~any~~the ~~agreements~~completion orof any business combinations ~~except~~or ~~for~~similar ~~our~~strategic ~~former relationship with DMI and those described in "Recent Developments" below~~transactions. However, Wepreviously ~~believe~~we ~~that~~entered ~~there~~into ~~are~~an ~~other~~agreement ~~companies~~with inDMI ~~our~~with ~~position~~respect ~~which~~to ~~are~~a ~~seeking~~potential business ~~opportunities~~opportunity. Further, Induring anour ~~effort~~2009 tofiscal ~~meet~~year ~~the competition,~~ we ~~have~~entered ~~maintained~~into ~~Cogenco’s~~an ~~status~~agreement aswith aGEI ~~corporation~~Plc in(which ~~good~~agreement ~~standing~~has ~~under~~been ~~Colorado~~amended ~~law~~several ~~and~~times). We wecan ~~have~~offer ~~further~~no ~~filed~~assurance ~~all~~that ~~reports~~we ~~with the Securities and Exchange Commission. We~~ will ~~need~~successfully complete a ~~significant~~business ~~amount~~transaction ofwith ~~additional~~GEI ~~financing~~Plc inor ~~order~~any toother ~~identify and complete a business acquisition~~party.

ToWe ~~the~~believe ~~extent~~ that ~~Cogenco~~there ~~does~~are ~~become~~other ~~involved~~companies in aour ~~business~~position ~~opportunity,~~which ~~Cogenco~~are ~~will~~seeking ~~likely~~business ~~compete~~opportunities. In ~~with~~an ~~others~~effort inaimed ~~that industry and may be subject~~ to amake ~~significant amount of government regulation. The nature of~~ the ~~competition~~Company ~~and~~a ~~the~~more ~~amount~~attractive ofparty ~~regulation~~to ~~will~~a ~~depend~~potential ontransaction ~~the~~or ~~industry~~business inopportunity, ~~which~~we ~~Cogenco becomes engaged. We currently~~ have nomaintained ~~patents,~~our ~~patent~~status ~~applications,~~as ora ~~other~~corporation ~~material interest~~ in ~~intellectual~~good ~~property.~~standing ~~During~~under ~~the~~Colorado ~~last~~law ~~ten~~and ~~years~~ we have ~~not~~further ~~produced~~filed ~~any~~all ~~products~~reports orwith ~~offered~~the ~~any~~Securities ~~services,~~ and ~~therefore~~Exchange ~~Cogenco is not dependent on any material customer relationships~~Commission. However, Weultimately ~~do not currently conduct any research and development. Since~~ we dowill ~~not~~need ~~own~~a ~~any~~significant ~~real~~amount ~~property~~of oradditional ~~engage~~financing in ~~any~~order ~~business~~to ~~operations,~~identify ~~environmental~~and ~~compliance~~complete isa ~~not~~business ~~material to us~~acquisition.

~~Mr.~~To ~~David~~the ~~Brenman~~extent isthat ~~currently~~the ~~Cogenco’s~~Company ~~only~~does ~~employee~~become ~~pursuant~~involved toin ana ~~employment~~business ~~agreement~~opportunity we will likely compete with others in that ~~became~~industry ~~effective~~and onmay ~~September~~be ~~30,~~subject ~~2005,~~to asa ~~described~~significant inamount ~~Item~~of 11government ~~below~~regulation. The ~~Mr.~~nature ~~Brenman~~of isthe competition and the ~~only~~amount ~~person~~of ~~who~~regulation iswill ~~actively~~depend ~~involved~~on inthe ~~day-to-day~~industry ~~operations~~in ofwhich ~~Cogenco,~~the ~~although~~Company Mrbecomes engaged. We ~~Brenman~~currently ishave ~~also~~no ~~actively~~patents, ~~involved~~patent inapplications, or other ~~businesses~~material asinterest ~~well.~~in Mrintellectual property. During ~~Brenman~~the ~~agreed~~last toten ~~suspend~~years ~~the~~we ~~accrual~~have ofnot ~~his~~produced ~~salary~~any ~~effective~~products asor ofoffered ~~March~~any 31services, ~~2008.~~and Astherefore ofthe ~~March~~Company ~~31,~~is ~~2008~~not ~~the~~dependent ~~total~~on ~~accrued~~any ~~amount~~material ~~owed~~customer ~~to Mr~~relationships. We ~~Brenman~~do ~~was~~not ~~$241,750~~currently conduct any research and development. ~~The~~Since ~~Company’s~~we ~~board~~do ofnot ~~directors~~own ~~may~~any ~~later~~real ~~agree~~property toor ~~continue~~engage ~~accruing~~in ~~Mr.~~any ~~Brenman’s~~business ~~salary~~operations, atenvironmental acompliance ~~future~~is ~~time~~not ifmaterial ~~deemed~~to ~~appropriate~~us.

WeMr. ~~anticipate~~David ~~that~~Brenman ~~additional~~is ~~employees~~currently the Company’s only employee and~~/or~~ ~~consultants~~serves ~~will~~pursuant beto ~~retained~~an asemployment ~~may~~agreement bethat ~~necessary~~became toeffective ~~operate~~on ~~Cogenco~~September 30, 2005 (further described in ~~the~~Item ~~future~~11 below). Generally, ~~whether~~Mr. Brenman has been the only person actively involved in ~~connection~~day-to-day operations of the Company, although at times, and with arespect to the potential transaction with GEI Plc, the Company has utilized third parties to help the Company explore potential transactions and business ~~combination~~opportunities. Mr. orBrenman ~~otherwise~~is also actively involved in other businesses as well. Mr. WeBrenman ~~believe~~agreed ~~that~~to ~~our~~suspend ~~current~~without ~~arrangement~~interest isthe ~~adequate~~accrual of his salary effective as of March 31, 2008. As of March 31, 2008 the total accrued amount owed to ~~meet~~Mr. ~~our~~Brenman ~~needs~~was ~~during~~$241,750, ~~our~~and ~~current~~as ~~process~~of March 31, 2010 and subsequently, this continues to be the amount owed. The Company’s Board of ~~pursuing~~Directors ~~business~~may ~~opportunities~~later agree to recommence accruing or paying Mr. Brenman’s salary at a future time if deemed appropriate.

~~Recent~~We ~~Developments~~anticipate that additional employees and/or consultants will be retained as may be necessary to operate the Company in the future, whether in connection with a business combination or otherwise. We believe that our current arrangement is adequate to meet our needs during our current process of pursuing business opportunities.

AsPotential ~~reported~~Transaction inwith aGEI current report on a Form 8-K filed on April 2, 2009 prior to the end of our 2009 fiscal year, Cogenco amended its articles of incorporation to increase its authorized capitalization to 500 million shares of common stock and 100 million shares of preferred stock, and to provide our shareholders the ability to approve actions by less than unanimous consent as permitted by the Colorado Business Corporation ActPlc. ~~At an annual meeting of shareholders held on March 30, 2009 our shareholders also reelected the directors of Cogenco and approved a name change, but that name change has not yet been effected.~~

InGEI ~~April~~Plc ~~2009,~~is asan ~~amended~~affiliate ~~twice~~of inGenesis ~~June~~Capital ~~2009,~~Management aLtd ~~German~~(“GCM ~~individual agreed to invest $2~~Ltd.7”), ~~million~~which, inthrough ~~Cogenco~~its tocontrol ~~purchase 540,000 shares~~ of ~~Cogenco~~Genesis ~~common~~Investment ~~stock~~Fund ~~at $5.00 per share. The individual invested €250~~Ltd,~~000~~ ~~(approximately US$346,000) on June 24, 2009 and~~ is ~~obligated~~a tosignificant ~~invest~~Company ~~the~~shareholder. As ~~balance~~of byMarch ~~July~~ 31, ~~2009.~~2010, InGCM ~~the~~Ltd ~~agreement~~directly ~~both~~or ~~parties~~indirectly ~~made~~beneficially ~~standard~~held ~~representations~~ and ~~warranties~~or ~~about~~controlled ~~themselves~~approximately ~~and~~68% ~~their~~of ~~ability to conduct~~ the ~~transaction~~Company’s ~~contemplated~~then byoutstanding ~~the~~common ~~agreement~~stock. In ~~Even though the agreement provides for venue and jurisdiction for any breach in the United States~~addition, ~~judgments~~GCM ~~obtained~~Ltd ~~(if~~owes ~~any)~~certain ~~would~~funds ~~still have~~ to ~~be enforced in~~ the ~~investor’s domicile in Europe~~Company. ~~As a result~~ Further, ~~Cogenco~~the ~~cannot~~escrow ~~offer~~agent ~~any~~is ~~assurance~~legal ~~that~~counsel ~~it will receive funds beyond the €250,000 invested~~ to ~~date,~~GEI ~~notwithstanding the individual’s commitment~~Plc. Therefore, Inany ~~anticipation~~transaction ofwith ~~payment~~GEI ofPlc ~~the~~must ~~full~~be ~~amount,~~considered ~~Cogenco has delivered~~ a ~~certificate~~related ~~representing~~party ~~540,000 shares of common stock~~transaction.

toIn aApril ~~law~~2009, ~~firm~~the inCompany ~~Germany~~entered tointo ~~hold~~a ~~against~~memorandum ~~payment~~of ~~for~~understanding (the ~~shares~~“MOU”) with GEI Plc. The ~~investor~~MOU ~~has~~generally ~~advised~~described ~~Cogenco~~the ~~that~~proposed heterms ~~has~~and ~~deposited~~conditions €2upon which the Company would acquire GEI Plc’s entire interest in Genesis Solar España,~~000~~ S.L. (“GSE”),~~000~~ Genesis Solar Singapore Pte. Ltd. (~~approximately~~“GSS”), $2Genesis Solar Hungary Kft (“GSH”). GSE,~~773~~ GSS,~~000~~ and GSH are collectively referred to as the Solar Panel Subsidiaries. The parties extended the term of the MOU, and then effective August 11, 2009 entered into a Stock Purchase Agreement (the “SPA”) pursuant to which the Company agreed to acquire GEI Plc’s entire interest in athe ~~segregated~~Solar ~~European~~Panel ~~bank~~Subsidiaries. During ~~account~~fiscal ~~pending~~2010 ~~final~~the ~~documentation~~Company and GEI Plc amended the SPA twice (on November 24, 2009 and again January 19, 2010.). Among ~~€250~~other things the amendments revised various conditions precedent and covenants of the parties,~~000~~ ~~was~~the ~~advanced~~total ~~from~~amount of the consideration to be paid by the Company for the Solar Panel Subsidiaries, and the closing date. On May 12, 2010 the parties then entered into an Amended and Restated Stock Purchase Agreement (the “Restated Agreement”) that ~~account~~restated asand ~~described~~further ~~above~~amended the SPA.

~~Cogenco~~ GSE ~~instructed~~is ~~the investor to pay the first €250,000 to Genesis Capital Management, Ltd. (“GCM Ltd”) as~~ a ~~loan~~Spanish toentity ~~GCM~~that ~~Ltd~~is ~~from~~in ~~Cogenco. Cogenco plans to use~~ the ~~balance~~process of ~~the proceeds received from the investor (the “second tranche investment”) for the following purposes: (i) $70~~planning,~~000~~ offinancing ~~the~~and ~~offering~~building ~~proceeds~~a ~~will~~plant bein ~~retained~~Spain ~~by Cogenco for its general working capital purposes; (ii)~~ to ~~pay~~manufacture ~~$135,000~~hi-tech tosolar ~~Genesis~~panels ~~Capital~~using ~~Management~~thin AGfilm ~~(“GCM~~technology. GSE ~~AG”)~~has asacquired areal ~~fee~~estate ~~for introducing the investor to Cogenco pursuant to an agreement between Cogenco~~ and ~~the~~is ~~GCM~~advanced ~~AG;~~in ~~and (iii) to lend~~ the ~~balance~~permitting ofprocess ~~the~~for ~~proceeds from~~ the ~~offering~~manufacturing ~~(expected~~plant to be ~~approximately~~located $2near Cádiz,~~150,000)~~ ~~to GCM Ltd~~Spain. GSS ~~GCM~~is ~~Ltd~~a ~~has~~corporation ~~represented~~formed tounder ~~Cogenco that it will use~~ the ~~funds~~laws ~~to conduct the operations~~ of ~~its subsidiaries described below~~Singapore. GSH Inis ~~addition, GCM Ltd will use~~ a ~~portion~~wholly-owned ofsubsidiary ~~the second tranche investment to repay the approximately $185,900~~ of ~~indebtedness~~GEI ~~owed~~Plc byand ~~GCM~~is ~~Ltd~~an toentity ~~Cogenco~~formed ~~pursuant~~under to the ~~terms~~laws of aHungary. GEI ~~Promissory~~Plc ~~Note~~owns ~~dated~~100% ~~March~~of 7,the ~~2008~~outstanding ~~(and~~equity ~~generally~~interests ~~described~~of ineach aof ~~Company Current Report on Form 8-K dated March 7~~GSE, ~~2008). On June 19~~GSS, ~~2009,~~and ~~GCM Ltd paid Cogenco the $25,000 due March 31, 2009~~GSH.

AsThe ~~described~~Restated ~~below~~Agreement provides that an Initial Closing, ~~GCM~~into ~~Ltd~~escrow is(held ~~Cogenco~~by GEI Plc’s ~~largest~~legal ~~shareholder,~~counsel) ~~directly~~will oroccur ~~indirectly~~by ~~holding~~September ~~approximately~~30, ~~85%~~2010, ofand ~~Cogenco’s~~the ~~outstanding~~Final ~~common~~Closing ~~stock.~~(releasing ~~Consequently~~documents ~~these~~from ~~transactions~~escrow ~~(both~~to the ~~finder’s~~various ~~fee~~parties) ~~payable~~will tooccur ~~the~~by ~~Introducer~~December ~~and~~31, 2010. The parties completed the ~~loan~~Initial toClosing beon ~~made~~May to25, ~~GCM~~2010 ~~Ltd~~at ~~should~~which betime ~~considered~~the asCompany ~~“related~~deposited ~~party~~share ~~transactions”~~certificates ~~and~~with ~~not~~the ~~negotiated~~escrow atagent ~~arms~~representing 14,146,093 shares of the Company’s ~~length.~~common ~~Nevertheless,~~stock with the ~~transactions~~escrow ~~were~~agent, ~~approved~~and bycertain ~~directors~~other ofcertificates ~~Cogenco~~and ~~who~~documents. The ~~are~~shares ~~not~~deposited ~~otherwise~~are ~~interested~~allocated infor the ~~transactions~~purchase ~~and~~price ~~who~~of ~~are~~GSE, ~~not~~GSS, ~~otherwise~~GSH, ~~controlled~~and certain intellectual property owned by orGEI ~~control~~Plc ~~GCM~~(the ~~Ltd.~~“GEI Know How”) as follows:

In§ ~~April~~A ~~2009,~~minimum ~~Cogenco entered into a memorandum~~ of ~~understanding (the “MOU”) with Genesis Energy Investments~~8, ~~PLC (“GEI Plc”)~~950,000 anshares ~~affiliate of GCM Ltd. The MOU generally describes the proposed terms~~ and ~~conditions~~up ~~upon~~to ~~which~~an ~~Cogenco~~additional ~~would acquire GEI Plc’s entire interest in Genesis Solar España~~4,809,600 ~~S.L.~~shares ~~(“GSE”) and Genesis Solar Singapore Pte. Ltd. (“GSS”). GSE is a Spanish entity that is in the process~~ of ~~planning,~~Company ~~financing~~common ~~and~~stock ~~building~~will abe ~~plant~~issued ~~in Spain to manufacture hi-tech solar panels using thin film technology. GSE has acquired real estate and is substantially advanced in the permitting process~~ for the ~~manufacturing~~GSE ~~plan~~equity tointerest be(depending ~~located~~on ~~near Cádiz, Spain. GSS is a corporation formed under~~ the ~~laws~~amount of ~~Singapore~~“Seller ~~that~~Invested isFunds” ~~also~~– inbeing ~~the~~assets ~~process of planning, financing~~ and ~~building~~or afunds ~~plant~~invested toby ~~manufacture high-tech solar panels using thin film technology in Singapore.~~ GEI Plc ~~owns~~into ~~more than 98% of~~ GSE and ~~75%~~either ofavailable ~~GSS.~~to ~~Except~~GSE for ~~certain~~use ~~provisions~~following ~~that pertain to~~ the ~~parties’ confidentiality and public disclosure obligations and the termination of the MOU~~closing, ~~the~~or ~~MOU~~used ~~did~~by not impose binding obligations on either party, and the time limits contemplated for the transactions has expired. Nevertheless, Cogenco and GEI Plc are continuing discussions regarding Cogenco’s contemplated acquisition of GSE, ~~GSS,~~prior ~~and a third subsidiary, Genesis Solar Hungary Kft (“GSH” and collectively the “Solar Panel Subsidiaries”), and on June 30, 2009 agreed~~ to ~~extend~~ the ~~term~~closing ofwhere the ~~MOU~~Company ~~through~~has ~~July~~approved ~~31,~~such 2009. GSH is a wholly-owned subsidiary of GEI Plc, also in the process of planning, financing and building a plant to manufacture high-tech solar panels using thin film technology near Budapest, Hungary.use);

~~Because~~§ ~~there are no binding agreements in place~~25,000 ~~Cogenco~~shares ~~cannot~~of ~~offer~~Company ~~any~~common ~~assurance~~stock ~~that it~~ will be ~~able~~issued ~~to acquire the Solar Panel Subsidiaries (or any of them), but the parties are continuing discussions regarding the form that the acquisitions will take, the terms of the acquisition, and financing~~ for the acquisition. The Solar Panel Subsidiaries will initially require more than US$50,000,000 in financing to complete their respective business plans (in addition to anticipated government grants and other funding believed to be available). Any acquisition of the Solar Panel Subsidiaries is dependent on a number of conditions, completion of Cogenco’s due diligence investigation, adequate financing, and completion of the definitive agreements. Based on the nature of the discussions to date, Cogenco anticipates that Cogenco will acquire GEI Plc’s entire interest in each of the Solar Panel Subsidiaries. Where GEI Plc does not own 100% of one of the Solar Panel Subsidiaries, Cogenco will attempt to negotiate the acquisition of the non-controlling interests in GSE and GSS, ~~although~~equity ~~there is no assurance that Cogenco will be able to do so.~~interest;

25,000 shares of Company common stock will be issued for the GSH equity interest; and

336,493 shares of Company common stock will be issued for the GEI Know How.

Unless and until these shares are released from escrow to GEI Plc, GEI Plc does not have any economic or voting rights in these shares and David Brenman (the Company’s president) has been granted voting control over these shares.

The Restated Agreement provides that the Company may assign its right to acquire GSS or GSH to GCM Ltd. (an affiliate of the Company). Furthermore, the Company has no intention to complete the transaction unless its due diligence investigation is satisfactory and GSE has sufficient funds available (through the Seller Invested Funds or otherwise) to accomplish its business purposes. Seller Invested Funds are expected to amount to at least €9,000,000, but GSE will need more than an additional €40,000,000 to meet the requirements of its business plan which involves the planning, financing and building a plant near Cádiz, Spain, to manufacture hi-tech solar panels using thin film technology. GSE has acquired real estate (although the real estate is subject to reacquisition by the Spanish development authorities in certain circumstances) and is substantially advanced in the permitting process for the manufacturing plant to be located near Cádiz, Spain.

AsThe ~~noted,~~Restated ~~Cogenco~~Agreement isremains ~~unable~~subject to ~~complete~~a ~~the~~number ~~acquisition~~ of ~~the~~conditions ~~Solar~~precedent ~~Panel~~(including ~~Subsidiaries,~~adequate ~~and~~financing ~~in fact is unable to commence definitive negotiations~~ for the ~~transaction~~Company ~~until it receives substantial additional financing. The contemplated investment by the German investor will be used for continuing work at GSE (by loan from Cogenco~~ to ~~GCM Ltd) and to provide Cogenco working capital that is expected to be sufficient to~~ allow ~~Cogenco~~it to ~~engage~~complete inits ~~the necessary international negotiations and~~ due diligence, ~~as well as raising the necessary capital for the business plan of each of the Solar Panel Subsidiaries. This interrelationship between the financing~~ and ~~the transaction has resulted in delays~~ to ~~both~~perform ~~the~~its ~~acquisition~~other obligations) and the ~~financing.~~Company Incannot ~~addition,~~offer ~~the~~any ~~acquisition~~assurance ~~documents will have to adequately address issues~~ that ~~may arise under~~ the ~~laws~~transactions ~~of at least the United States, Hungary, Spain and Singapore. If the parties reach a definitive agreement Cogenco~~ will ~~disclose~~be ~~the terms of the agreement at that time~~completed. Among ~~There~~these ~~can~~conditions beare ~~no assurance~~ that ~~Cogenco~~with ~~will~~respect ~~be able~~ to ~~meet the conditions precedent to its contemplated acquisition of~~ GSE, ~~and~~GEI ~~GSS~~Plc ormust ~~that~~have ifentered ~~Cogenco~~into ~~does~~an ~~meet~~amendment ~~the conditions precedent, that Cogenco will be able~~ to ~~complete~~agreements ~~the~~between ~~acquisition of~~ GSE and ~~GSS.~~certain InSpanish ~~addition,~~development ~~there~~authorities ~~are~~that ~~many~~removes ~~other issues involved in~~ the ~~transaction,~~ability ~~including~~of ~~coordinating~~such ~~international~~agencies ~~legal~~to ~~requirements,~~retake ~~international~~certain ~~operations,~~real ~~and~~property ~~the~~that ~~significant expense of international communications and travel. Furthermore, because~~ GSE, ~~GSS~~acquired ~~and~~from ~~GSH~~such ~~are~~agencies ~~start-up businesses operating in Spain, Singapore and Hungary, even if Cogenco were~~ to ~~complete~~construct ~~the acquisition, the operations of the three Solar Panel Subsidiaries will be complicated by language, legal, cultural,~~ and ~~time~~operate ~~differences,~~solar ~~and~~energy ~~there~~production ~~can be no assurance that the subsequent operations will be successful or profitable~~facilities.

~~Risks~~The ~~That~~Restated ~~Cogenco~~Agreement ~~Will~~provides ~~Not~~that Beif ~~Able~~the tofinal ~~Meet~~closing ~~Its~~has ~~Financial~~not ~~Obligations~~occurred by December 31, 2010, or at such date as the parties may agree, GEI Plc or the Company may terminate the Restated Agreement. The Restated Agreement also provides that GEI Plc must provide the Company with its disclosure letter not later than July 31, 2010.

AsBefore ~~demonstrated~~the byultimate ~~Cogenco’s~~closing ~~inability~~of tothe ~~make~~transaction, ~~certain~~the ~~payments~~Company expects to ~~DMI~~complete ~~contemplated~~a ~~under~~significant ~~its~~due ~~agreements~~diligence ~~with~~investigation ~~DMI~~into the business, contracts, relationships, assets, financial condition, and ~~Cogenco’s~~other ~~dependence~~appropriate onmatters with respect to GSE, GSS, and GSH, and the ~~financing~~know-how. This aswill ~~described~~result ~~above~~in a significant expenditure by the Company, ~~there~~and the Company is not able to commence this due diligence investigation in any depth without a significant ~~risk~~amount ~~that~~of ~~Cogenco~~additional ~~will~~financing, ~~not~~the availability of which the Company can offer no assurance. The Company and GEI Plc have been negotiating and working toward completing this transaction since at least April 2009 and originally estimated it would be ~~able~~completed toduring ~~meet~~the ~~future~~spring ~~financial~~of ~~obligations~~2010. However, Todue to various reasons including the ~~extent~~change ~~Cogenco~~of ~~pursues~~business ~~other~~strategy ~~opportunities~~of GEI Plc, the need to raise substantial amounts additional ~~financing~~capital by both GEI Plc and the Company, and the increase of capital of GSE by GEI Plc, the parties have had to postpone the potential closing of the transaction. Although both the Company and GEI Plc believe that the transaction will ~~likely~~ultimately be ~~required~~completed by December 31, ~~and~~2010 ~~Cogenco~~there ~~cannot~~can ~~offer~~be ~~any~~no assurance that itfurther unexpected delays and issues will not arise; or that the Company will be able to ~~obtain~~meet ~~that~~the ~~financing~~conditions ~~when~~precedent ~~necessary,~~to inits ~~the~~contemplated ~~amounts needed~~acquisition, or (that if ~~any~~the ~~financing~~Company isdoes ~~available)~~meet onthe ~~terms~~conditions ~~reasonably~~precedent ~~acceptable~~that the Company will be able to ~~Cogenco~~complete the acquisition or the actions that the Restated Agreement, contemplates.

~~Cogenco’s~~Potential ~~Investments~~Investment ~~and~~by ~~Relationship~~Vital ~~with~~Source, ~~DMI~~S.A.

~~From~~On ~~2004~~March ~~through~~27, ~~September~~2010 ~~2007~~the ~~Cogenco~~Company ~~engaged~~entered into a Share Purchase Agreement in, ~~and~~form ~~explored,~~of ~~various~~a ~~transactions~~private ~~and~~placement ~~strategic~~agreement ~~relationships~~(the “PPA”) with ~~DMI~~a single prospective non-U.S. ~~However,~~investor. The ~~due~~PPA toprovides afor ~~lack~~the sale of ~~funding~~3,500,000 ~~Cogenco~~shares ~~was~~of ~~unable~~Company tocommon ~~complete~~stock ~~any~~(the “Shares”) at $10.00 per share. The original terms of the ~~strategic~~PPA ~~transactions~~provided that the ~~parties~~prospective ~~contemplated.~~investor Inwas ~~June~~obligated ~~2007,~~pay ~~Cogenco~~the ~~converted~~total ~~its~~purchase price of $335,~~250~~000,000 ~~investment~~through ~~into~~a ~~1,000,000~~single ~~shares~~payment ofby ~~DMI~~no ~~common~~later ~~stock~~than June 30, ~~and~~2010. However, ~~(between~~on ~~March~~June ~~and~~25, ~~September~~2010, ~~2007)~~effective ~~purchased~~as anof ~~additional~~June ~~673~~23,~~256~~ ~~shares~~2010, ofthe ~~DMI~~Company ~~common~~and ~~stock~~the atprospective ~~prices~~investor ~~ranging~~entered ~~from~~into ~~$0.70~~an toagreement ~~$1.00~~extending ~~per~~the ~~share~~date ~~for~~of athe ~~total~~investment ~~purchase~~to ~~price~~no oflater ~~$580~~than September 30,~~000~~ 2010.

InAs ~~February~~further ~~2008~~described webelow, ~~received~~earlier anin ~~inquiry~~our ~~from~~2010 fiscal year the Company entered into a similar agreement to raise capital (being a share purchase agreement described in various reports filed by Genesis Solar with the Securities and Exchange Commission ~~regarding~~starting ~~the~~in ~~potential~~April ~~application~~2009) ofwith ~~the~~a ~~Investment~~different ~~Company~~prospective ~~Act~~private ofinvestor, ~~1940~~but (did not receive the ~~“ICA”)~~funding toit ~~Cogenco~~anticipated. Accordingly, aswhile atthe ~~that~~Company ~~time~~believes ~~our~~that ~~interest~~this innew ~~DMI~~prospective ~~represented~~investor ~~more~~will ~~than~~meet ~~40%~~the terms of ~~our~~its ~~total~~contractual ~~assets.~~obligation Inand ~~order~~purchase tothe ~~avoid~~Shares ~~potential~~by ~~ICA~~September ~~regulation~~30, ~~potential~~2010, ~~regulatory~~the ~~action,~~Company ~~and~~cannot ~~the~~offer ~~cost~~any ~~attendant~~assurance tothat ~~registration~~the ~~and~~prospective ~~operation~~investor ~~under~~will ~~the~~actually ~~ICA~~do so, ~~Cogenco~~or ~~determined~~if itthe toprospective bepurchaser ~~preferable~~(which tois ~~sell~~not ~~its~~a ~~DMI~~citizen ~~shares~~or toresident ~~Genesis~~of ~~Biotechnology~~the ~~Fund~~United ~~(“GBF”~~States) ~~and~~fails ~~GCM~~to ~~Ltd~~do so, ~~which~~that ~~were~~the ~~already~~Company ~~majority~~will ~~shareholders~~be ofable ~~Cogenco~~to collect the amount due under the PPA through legal or other action. As ~~Accordingly,~~noted onin ~~March~~connection 7,with ~~2008~~the prior agreement, the Company ~~entered~~did ~~into~~not ~~two~~take ~~separate~~any ~~stock~~action ~~purchase~~against ~~agreements~~the different prospective purchaser when he failed to ~~complete~~meet ~~the~~his ~~transaction:~~contractual commitment.

1	.	Cogenco entered into a stock purchase agreement with GBF to sell 1,423,256 shares
		of DMI common stock to Genesis Biotech in consideration for GBF surrendering
		1,423,256 shares of the Company’s common stock.
2	.	Cogenco entered into a stock purchase agreement with GCM Ltd to sell 250,000
		shares of DMI common stock to GCM Ltd for $250,000, for which Cogenco received
		a promissory note. The promissory note issued by GCM Ltd carries 6% interest and
		provides that GCM Ltd will pay Cogenco $25,000 per quarter. The first payment was
		due on or before June 30, 2008 (paid on June 26, 2008) and the final payment is due

If received, the Company currently plans to use the proceeds of the offering for the increase of capital of GSE for €25,000,000 (approximately $31,000,000 US) and to fund working capital requirements. The Company plans to use the balance of the investment for the payment to GCM Ltd. of $1,750,000 as a fee for introducing the investor to the Company. However, the Company expects GCM Ltd. to permit the Company to retain a portion of the fee necessary to allow it to meet certain of its near term general corporate obligations (including the need for the Company to do due diligence), although any portion retained by the Company will still be due and owing to GCM Ltd.

~~on December 31, 2010, with the total principal and interest payments totaling $275,000.~~ The ~~promissory~~April ~~note also provides for a late fee equal to 5% of payments not timely made and default interest of 21% per annum. GCM Ltd has made several of its quarterly payments after the due date, and on June 19,~~ 2009, ~~paid~~Share ~~the~~Purchase $25,000 due on March 31, 2009. Cogenco has not declared default on these payments and has not assessed the 5% late charge or the 21% default interest on the amounts due. As noted, this is a related party transaction as is the decision not to impose the late charge or the default interest rate.Agreement

~~Item~~On 1AApril 28, 2009, and as amended twice in June 2009, the Company entered into a Share Purchase Agreement pursuant to which a single European investor agreed to make a significant investment in the Company. ~~Risk~~The ~~Factors~~investor was obligated to purchase 540,000 shares of Company common stock with a total investment of $2,700,000. Because the prospective investor did not provide the funding after on-going discussions with the prospective investor on October 22, 2009, the Company affirmatively terminated the Share Purchase Agreement and notified the investor of its termination.

An Even ~~investment~~though inthe ~~and~~Share ~~ownership~~Purchase ofAgreement ~~our~~was ~~common~~(in ~~stock~~the isCompany’s ~~one~~opinion) ofbinding ~~high~~and ~~risk.~~provided ~~You~~for ~~should~~venue ~~carefully~~and ~~consider~~jurisdiction in the ~~risks~~United ~~described~~States, ~~below~~judgments inobtained ~~connection~~(if ~~with~~ any) ~~decision~~would ~~whether~~still have to ~~acquire,~~be ~~hold~~enforced orin ~~sell our securities. If any of~~ the ~~contingencies~~investor’s ~~discussed~~domicile in ~~the~~Europe. ~~following~~Management ~~paragraphs~~has orconsidered ~~other~~whether ~~materially~~such ~~adverse~~action ~~events~~would ~~actually~~be ~~occurs,~~worth the ~~business,~~expenditure ~~financial condition~~ and ~~results~~to ofdate ~~operations~~the ~~could~~Company behas ~~materially~~elected ~~and~~not ~~adversely~~to ~~affected.~~pursue Inits ~~such~~potential ~~case,~~legal ~~the trading price of our common stock could decline~~remedies, ~~and~~either ~~you~~in ~~could~~the ~~lose~~United ~~all~~States or ~~part of your investment~~elsewhere.

WeThe ~~have~~Company’s noInvestments ~~business operations,~~ and ~~only~~Former ~~limited~~Relationship ~~prospects~~with ~~for business operations.~~DMI

WeFrom ~~currently~~2004 ~~are~~through ~~not~~September ~~engaged~~2007 inthe ~~any~~Company ~~business~~engaged ~~operations~~in, ~~although~~and weexplored, ~~are~~various ~~continuing~~transactions ~~discussions~~and ~~for~~strategic ~~the~~relationships ~~acquisition~~with ~~of the Solar Panel Subsidiaries from GEI Plc as described above~~DMI. However, ~~and~~due ~~we are continuing~~ to ~~seek~~a ~~the~~lack ~~financing~~of ~~that~~funding the ~~acquisition~~Company ~~will~~was ~~require.~~unable ~~We cannot offer any assurances that we will be able~~ to complete ~~the~~any ~~acquisition~~ of the ~~Solar~~strategic ~~Panel~~transactions ~~Subsidiaries~~the orparties ~~(if those acquisitions are not completed) ever find another business opportunity that management determines to be worth pursuing~~contemplated. In WeJune ~~can~~2007, ~~also~~the ~~offer~~Company noconverted ~~assurance~~its ~~that~~$3,250,000 ifinvestment weinto do1,000,000 ~~complete~~shares ~~the acquisition~~ of ~~the~~DMI ~~Solar~~common ~~Panel Subsidiaries or any other business~~stock, ~~that~~and we(between ~~will~~March beand ~~able~~September to2007) dopurchased soan onadditional ~~commercially-reasonable~~673,256 ~~terms~~shares inof aDMI ~~manner~~common ~~that could be advantageous to our shareholders~~stock.

WeIn ~~have~~March ~~had~~2008, ~~little~~in ~~working~~order ~~capital~~to ~~available~~address ~~for~~certain ~~any~~issues ~~operations~~raised by the Securities and Exchange Commission regarding the potential application of the Investment Company Act of 1940 (the “ICA”), the Company determined it preferable to sell its DMI shares to Genesis Biotechnology Fund (“GBF”) and GCM Ltd, which were already majority shareholders of the Company. Accordingly, on March 7, 2008 the Company entered into two separate stock purchase agreements to complete the transaction:

~~We have had little working capital for more than the past five years~~1. ~~Although~~The weCompany raised $240,000 during our fiscal 2005, $3,700,000 during our fiscal 2006, and $775,000 during our fiscal 2007, the funds were primarily used to make some (but not all) of our payments to DMI contemplated by our agreements with DMI. Further, although subsequent to the end of our 2009 fiscal year we entered into ana stock purchase agreement with anGBF ~~investor~~ to ~~purchase~~sell $21,~~700~~423,~~000~~256 shares of ~~our~~DMI common stock, asto ofGenesis ~~June~~Biotech ~~24,~~in ~~2009~~consideration ~~only~~for ~~€250,000~~GBF ~~(approximately~~surrendering ~~$346~~1,~~000) has been invested to date~~423,256 ~~and~~shares ~~all~~ of ~~those funds were advanced for~~ the ~~benefit~~Company’s ofcommon ~~GSE; Cogenco retained no portion of this investment for working capital or other domestic purposes~~stock. ~~As a result of a lack of funds, we have been required to reduce our operations to our previous level of only nominal operations to minimize our corporate general and administrative expenses.~~

~~Our~~2. ~~available~~The ~~working~~Company ~~capital~~entered isinto ~~not~~a ~~sufficient~~stock ~~for~~purchase usagreement towith ~~engage~~GCM inLtd ~~any~~to ~~business~~sell ~~operations~~250,000 orshares of DMI common stock to ~~complete~~GCM aLtd ~~merger,~~for ~~acquisition~~$250,000, orfor ~~other~~which ~~business~~the ~~combination.~~Company ~~The~~received ~~weak~~a Upromissory note.S. ~~and~~The ~~global~~promissory ~~economy~~note ~~combined~~issued ~~with~~by ~~instability~~GCM inLtd ~~global~~carries ~~financial~~6% interest and ~~capital~~provides ~~markets~~that ~~have~~GCM ~~currently~~Ltd ~~limited~~will pay the ~~availability~~Company of$25,000 ~~equity~~per quarter. The first payment was due on or ~~debt~~before ~~financings.~~June If30, 2008 and the ~~disruptions~~final inpayment of $24,211 is due on December 31, 2010, with the ~~global~~total ~~financial~~principal and ~~capital~~interest ~~markets~~payments ~~continue~~totaling $274,211. ~~debt~~The orpromissory ~~equity~~note ~~financing~~also ~~may~~provides ~~not~~for bea ~~available~~late fee equal to us5% onof ~~acceptable~~payments ~~terms,~~not iftimely atmade ~~all.~~and Ifdefault weinterest ~~are~~of ~~unable~~21% toper ~~fund~~annum. ~~future~~GCM ~~operations~~Ltd byhas ~~way~~made several of ~~financing,~~its ~~including~~quarterly ~~public~~payments orafter ~~private~~the ~~offerings~~due ofdate, ~~equity~~and oron ~~debt~~May ~~securities~~11, ~~our~~2010, ~~ability~~paid tothe ~~locate~~$25,000 ~~and~~due ~~engage~~on inMarch ~~any~~31, ~~business~~2010. ~~opportunities~~The ~~will~~Company behas ~~adversely~~not ~~impacted.~~declared Wedefault ~~cannot~~on ~~offer~~these ~~any~~payments ~~assurance~~and ~~that~~has wenot ~~will~~assessed bethe ~~able~~5% tolate ~~obtain~~charge or the ~~necessary~~21% ~~working~~default ~~capital~~interest on ~~commercially-reasonable~~the ~~terms,~~amounts ifdue. atAs ~~all~~noted, ~~should~~this ~~circumstances~~is ~~arise~~a ~~requiring~~related usparty transaction as is the decision not to ~~have~~impose ~~additional~~the ~~working~~late ~~capital~~charge ~~available~~or the default interest rate.

~~Our~~Item ~~financial statements reflect a “going concern” qualification~~1A. Risk Factors

~~Because~~An ofinvestment ~~our~~in ~~lack~~and ownership of ~~revenues,~~our ~~lack~~common ofstock ~~working~~is ~~capital,~~one ~~our~~of ~~inability~~high torisk. You ~~meet~~should ~~certain~~carefully ofconsider ~~our~~the ~~contractual~~risks ~~obligations,~~described ~~and~~below ~~lack~~in ofconnection with any ~~assured~~decision ~~financing~~whether ~~sources~~to acquire, hold or sell our ~~financial~~securities. If ~~statements~~any ~~raise~~of ~~doubt~~the ~~about~~contingencies ~~our~~discussed ~~ability~~in tothe ~~continue~~following asparagraphs aor ~~going~~other ~~concern~~materially ~~because~~adverse ofevents ~~our~~actually occurs, the business, financial condition, and ~~substantial~~results ~~losses.~~of ~~The~~operations ~~opinion~~could ofbe ~~our~~materially ~~auditors~~and ~~for~~adversely affected. In such case, the ~~year~~trading ~~ended~~price ~~March~~of ~~31,~~our ~~2009,~~common ~~expresses~~stock ~~the~~could ~~following~~decline, ~~concerns~~and ~~about~~you ~~our~~could ~~ability~~lose toall ~~continue~~or aspart aof ~~going~~your ~~concern:~~investment.

~~“...the~~We ~~Company~~have ~~has~~no ~~suffered~~active ~~recurring~~business ~~losses from~~ operations, ~~that~~and ~~raises~~only ~~substantial~~limited ~~doubt~~prospects ~~about~~for ~~its~~business ~~ability to continue as a going concern~~operations.”

~~(the~~We ~~“Going~~currently ~~Concern~~are ~~Qualification”).~~not ~~This~~engaged ~~condition~~in ~~has~~any ~~continued~~business ~~since~~operations, ~~those~~although ~~financial~~we ~~statements,~~are ~~and~~continuing weour ~~expect~~efforts ~~that~~to ~~these~~acquire ~~conditions~~the ~~will~~Solar ~~continue~~Panel ~~for~~Subsidiaries ~~the~~from ~~foreseeable~~GEI ~~future~~Plc ~~unless~~as described above, we are ~~able~~continuing to ~~raise~~seek athe ~~substantial~~financing ~~amount~~that ofthe ~~additional~~acquisition ~~financing~~will require. We Incannot ~~view~~offer any assurances that we will be able to complete the acquisition of the ~~matters~~Solar ~~described~~Panel ~~herein~~Subsidiaries ~~and~~or in(if ~~Note~~those 1acquisitions toare ~~our~~not ~~financial~~completed) ~~statements,~~ever ~~our~~find ~~ability~~another tobusiness ~~continue~~opportunity that management determines to ~~pursue~~be ~~our~~worth ~~plan~~pursuing. We ofcan ~~operations~~also asoffer ~~described~~no ~~herein~~assurance isthat ~~dependent~~if ~~upon~~we ~~our~~do ~~ability~~complete tothe ~~raise~~acquisition of the ~~capital~~Solar ~~necessary~~Panel toSubsidiaries ~~meet~~or ~~our~~any ~~financial~~other ~~requirements~~business, that we will be able to do so on commercially-reasonable terms in a ~~continuing~~manner ~~basis~~that could be advantageous to our shareholders.

WeThe ~~identified~~completion ~~material~~of ~~weaknesses~~our inproposed ~~our~~acquisition ~~disclosure~~of ~~controls~~the ~~and~~Solar ~~procedures~~Panel Subsidiaries is subject to a significant number of conditions precedent and ~~our~~there ~~internal~~can ~~control~~be ~~over~~no ~~financial~~assurance ~~reporting~~that we will be able to complete that transaction.

~~Section~~The ~~404~~ultimate completion of ~~the~~our ~~Sarbanes-Oxley~~contemplated ~~Act~~acquisition of ~~2002~~the ~~requires~~Solar ~~management~~Panel toSubsidiaries ~~assess~~is ~~our~~subject ~~internal control over financial reporting (“ICFR”) pursuant~~ to anumerous ~~defined~~conditions ~~framework. In making that assessment~~precedent, ~~management~~including ~~identified~~the aCompany ~~material~~being ~~weakness~~able into ~~our~~complete ~~disclosure~~its ~~controls~~due asdiligence aand ~~result~~legal ~~of several material weaknesses identified in our ICFR as described in Item 9A(T) below~~compliance. The ~~There~~Company’s ~~are~~ability ~~inherent~~to ~~limitations~~continue into ~~the~~conduct ~~effectiveness~~its ofdue ~~any~~diligence ~~system of internal control,~~ and ~~accordingly,~~continue ~~even~~to ~~effective~~pursue ~~ICFR~~this ~~can~~transaction ~~provide~~is ~~only~~subject ~~reasonable~~to ~~assurance~~the ~~with~~Company ~~respect~~obtaining ~~of financial statement preparation and may not prevent or detect misstatements. Material weaknesses make it more likely that~~ a ~~material~~significant ~~misstatement~~amount of ~~annual~~additional ~~or interim financial statements will not be prevented or detected~~financing. Additionally, InGSE, ~~addition~~itself, ~~effective~~needs ~~ICFR~~to athave ~~any~~available ~~point~~to init ~~time~~a ~~may~~significant ~~become~~amount ~~ineffective in future periods because~~ of ~~changes~~financing ~~in conditions or due~~ to ~~deterioration~~satisfy in the ~~degree~~requirements of ~~compliance~~the ~~with~~Spanish ~~our~~development ~~established policies and procedures~~authorities.

WeThe Company and GEI Plc have been negotiating and working toward completing this transaction since at least April 2009 and originally estimated it would be completed during the spring of 2010. However, the parties have previously had to postpone the potential closing of the transaction because of a lack of funding for the Company to perform its due diligence investigation or to properly capitalize GSE as required by the Spanish development authorities. Although both the Company and GEI Plc believe that the transaction will ultimately be completed by December 31, 2010 there can be no assurance that further unexpected delays and issues will not ~~instituted~~arise; ~~corporate~~or ~~governance~~that ~~policies~~both the Company and GEI Plc will be able to meet the conditions precedent to the completion of the transaction. Further, even if the transaction is completed there can be no assurance that the Company will be successful in furthering the current and proposed business activities of all, or ~~procedures~~any, of the Solar Panel Subsidiaries.

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

We ~~may~~have ~~become~~had ~~subject~~little working capital for more than the past five years. Although we raised $240,000 during our fiscal 2005, $3,700,000 during our fiscal 2006, and $775,000 during our fiscal 2007, the funds were primarily used to pay some (but not all) of our financing objectives in connection with the ~~regulations~~DMI ~~under~~transactions. Further, although during our 2010 fiscal year we entered into an agreement with a prospective investor to purchase $2,700,000 of our common stock, the ~~Investment~~Company did not receive any funds pursuant to that agreement. Although the Company ~~Act~~raised $17,300 through the sale of ~~1940~~our ~~and~~common ~~subject~~stock during fiscal 2010, this amount was not sufficient to ~~regulation~~meet ~~that~~the ~~would~~Company’s ~~impose~~corporate ~~significant~~needs. In ~~responsibilities~~fact, ~~and~~during ~~restrictions~~our on2010 fiscal the Company borrowed $40,000 from our ~~ability~~President to dohelp ~~business~~the Company cover certain of its on-going obligations.

The Investment Company Act of 1940 (the “ICA”) is intended to impose additional regulation on companies whose business is to invest or reinvest in, hold, or trade securities of other companies. Companies who own investment securities constituting more than 40% of their assets (not including cash or government securities) are by definition subject to ICA regulation unless the “transient investment company” exemption applies. Cogenco previously relied on the transient investment company exemption in connection with its ownership of shares of Helix BioPharma and DMI. As a result, it cannot rely on the transient investment company exemption until 2011. Cogenco does not believe that the $250,000 note from Genesis is a “security” under the ICA. If, however, that note is classified as a security or if Cogenco acquires other investment securities it may become subject to ICA regulation.8

8Currently, the primary source of the cash used to fund our limited operations are generated through funds due to the Company by GCM Ltd and evidenced by a promissory note (in the original principal amount of $250,000). However, the final payment on this note is due on December 31, 2010, and once that promissory note is paid in full the Company will cease receiving quarterly payments of $25,000 from GCM Ltd.

IfOur ~~Cogenco~~available ~~would~~working ~~become~~capital anis ~~investment~~not ~~company~~sufficient wefor ~~will~~us beto ~~subject~~engage in any business operations, or to complete a ~~significant~~merger, ~~amount~~acquisition, ofor ~~additional~~other ~~regulation,~~business ~~significant~~combination. The ~~restrictions~~on-going inweak ~~our~~U.S. ~~ability~~and toglobal doeconomy ~~business,~~combined with the volatility in global financial and ~~significantrestrictions~~capital onmarkets ~~any~~have ~~relationship~~further ~~with~~limited ~~affiliates.~~the Weavailability ~~will~~of ~~also~~equity beor ~~subject~~debt financings. If we are unable to ~~more~~fund ~~detailed~~future ~~SEC~~operations ~~scrutiny~~by ~~and~~way ~~subject~~of tofinancing, ~~the~~including ~~registration~~public ~~and~~or ~~reporting~~private ~~requirements~~offerings of ~~the~~equity ~~Company~~or ~~Act~~debt insecurities, ~~addition~~our ability to ~~the~~locate ~~reporting~~and ~~requirements~~executed ofupon any business opportunities (including the ~~1934~~proposed ~~Act~~transaction with GEI Plc) will be adversely impacted. ~~Compliance~~We ~~with~~cannot ~~these~~offer ~~new~~any ~~obligations~~assurance ~~will~~that ~~restrict~~we ~~Cogenco’s~~will ~~opportunities~~be able to ~~conduct~~obtain ~~its~~the ~~business~~necessary asworking itcapital ~~has~~on ~~heretofore~~commercially-reasonable ~~done~~terms, ~~and~~if ~~will~~at ~~result~~all, inshould ~~significantly~~circumstances ~~greater~~arise ~~regulatory~~requiring ~~compliance~~us ~~expenses~~to have additional working capital available.

WeOur ~~have~~financial astatements ~~history~~reflect ofa ~~losses~~“going ~~and~~concern” ~~have never engaged in the profitable operation of our business~~qualification.

WeBecause ~~have~~of ~~had~~our alack ~~history~~of revenues, lack of ~~operating~~working ~~losses~~capital, ~~and~~our ~~cash~~inability ~~flow~~to ~~deficits~~meet certain of our contractual obligations, and lack of any assured financing sources, our financial statements ~~reflect~~raise adoubt ~~Going~~about ~~Concern~~our ~~Qualification~~ability to continue as ~~described~~a ~~above.~~going Weconcern ~~have~~because ~~never~~of ~~engaged~~our infinancial ~~the~~condition, ~~profitable~~and ~~operation~~substantial losses. The opinion of aour ~~business,~~auditors ~~and~~for ~~there~~the ~~can~~year beended noMarch ~~assurance~~31, ~~that~~2010, weexpresses ~~will~~the ~~ever~~following beconcerns ~~able~~about our ability to docontinue ~~so.~~as a going concern:

~~Cogenco~~“…the Company has ~~not~~incurred ~~been~~significant ~~involved~~losses infrom ~~active~~inception ~~business~~to ~~operations since 1988. To~~ date, weand ~~have~~does not ~~implemented~~have asufficient ~~successful~~funds ~~business~~on ~~plan.~~hand ~~Although~~to wecontinue ~~have~~to ~~been~~fund ~~reviewing several possibilities for business~~ operations ~~during~~without ~~the~~a ~~past~~capital ~~several~~infusion. ~~years,~~These ~~they~~conditions ~~have~~raise ~~not~~substantial ~~found~~doubt anabout ~~opportunity~~its ~~for~~ability ~~a business combination that was attractive~~ to uscontinue ~~and~~as wea ~~were~~going ~~unsuccessful in completing the proposed business combination with DMI~~concern.”

~~Our~~(the ~~primary~~“Going ~~assets~~Concern ~~consist~~Qualification”). This ofcondition ahas ~~promissory~~continued ~~note~~since ~~issued~~those byfinancial ~~GCM Ltd~~statements, and we expect that these conditions will continue for the foreseeable future unless we are able to raise a ~~related~~substantial ~~party~~amount of additional financing. In view of the matters described herein and in Note 1 to our financial statements, ~~which~~our ~~may~~ability ~~not~~to becontinue ~~collectible~~to pursue our plan of operations as described herein is dependent upon our ability to raise the capital necessary to meet our financial requirements on a continuing basis.

~~Our~~We ~~most~~identified ~~valuable~~material ~~asset~~weaknesses ~~is a promissory note (~~in ~~the original principal amount of $250,000) issued by GCM Ltd which directly and indirectly owns approximately 85% of~~ our ~~outstanding~~disclosure ~~common~~controls ~~stock. The promissory note carries 6% interest~~ and ~~obligates~~procedures ~~GCM Ltd to pay Cogenco $25,000 per quarter, beginning with the quarter ended June 30, 2008~~ and with the final payment due on or before December 31, 2010, with total principal and interest payments totaling $275,000. Cogenco plans to use a portion of these payments to repay debt to related parties and to fund its general and administrative and other obligations. Prior to accepting the promissory note as partial payment for Cogenco’s shares of DMI, management investigated the collectability of the note and believes that such note is collectible as it becomes due. GCM Ltd made the first three payments due under the note through our ~~fiscal~~internal ~~year~~control ~~ended~~over ~~March~~financial ~~31, 2009, although it did not timely make all of the payments when due~~reporting. Notwithstanding the late payments made in the past by GCM Ltd, Cogenco has not assessed the 5% late fee or default interest at 21% per annum against GCM Ltd. GCM Ltd directly or indirectly owns 85% of the outstanding shares of Cogenco common stock. There can be no assurance that GCM Ltd will make the payments under the note as they become due, or at all, and if GCM Ltd cannot, or does not, make such payments it will likely have an adverse impact on Cogenco’s ability to pay its obligations as they become due.

ItSection 404 isof ~~likely~~the Sarbanes-Oxley Act of 2002 requires management to assess our internal control over financial reporting (“ICFR”) pursuant to a defined framework. In making that assessment, management identified a material weakness in our disclosure controls as a result of several material weaknesses identified in our ICFR as described in Item 9A(T) below. There are inherent limitations in the effectiveness of any ~~efforts~~system weof internal control, and accordingly, even effective ICFR can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements. Material weaknesses make toit ~~raise~~more ~~capital~~likely that a material misstatement of annual or interim financial statements will ~~result~~not be prevented or detected. In addition, effective ICFR at any point in ~~substantial~~time ~~additional~~may ~~dilution~~become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our ~~shareholders~~established policies and procedures.

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

9The Company currently only has a single employee who serves as our chief executive and financial officer. The Company does not have any independent directors, an audit committee, a nominating committee, any other corporate governance committee, or experienced accounting personnel. Thus, our shareholders do not have the benefits or protections associated with corporate governance controls and other corporate oversight mechanisms overseen by independent directors.

~~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.~~9

~~David~~We W.may ~~Brenman~~become issubject ~~the only person who has devoted a substantial amount of time~~ to ~~our~~the ~~business~~regulations ~~during~~under the ~~past~~Investment ~~five~~Company ~~years,~~Act ~~and his father has acted as legal counsel. If we are to succeed in any business activity (which cannot be assured), it will be as a result~~ of ~~the~~1940 efforts of Mr. Brenman. David Brenman’s employment agreement with Cogenco became effective on September 30, 2005. We paid Mr. Brenman his salary as due under this employment agreement through August 15, 2006, and ~~except~~subject ~~for a $2,000 payment made during fiscal 2008~~ to ~~keep~~regulation ~~our payroll service active, since August 15, 2006 we have not made any payments to him as required under his employment agreement. In addition, we anticipate~~ that wewould ~~will~~impose ~~continue~~significant toresponsibilities beand ~~unable~~restrictions toon ~~make~~our ~~any~~ability ~~payments under this employment agreement for the foreseeable future. Mr. Brenman has agreed~~ to ~~defer~~do ~~the compensation due to him under his employment agreement (without interest) until such time as the Company has adequate resources to be able to make such payments~~business. ~~However, effective March 31, 2008 the Company and Mr. Brenman agreed to suspend the accrual of his salary.~~

NoThe ~~market~~Investment ~~exists~~Company ~~for~~Act ~~our~~of ~~common~~1940 ~~stock;~~(the ~~should~~“ICA”) ais ~~market~~intended ~~develop,~~to ~~our~~impose ~~common~~additional ~~stock~~regulation ~~will~~on ~~likely~~companies bewhose ~~vulnerable~~business is to ~~pricing~~invest ~~and~~or ~~purchasing~~reinvest ~~actions~~in, ~~that~~hold, or trade securities of other companies. Companies who own investment securities constituting more than 40% of their assets (not including cash or government securities) are ~~beyond~~by ~~our~~definition ~~control~~subject ~~and,~~to ~~therefore~~ICA regulation unless the “transient investment company” exemption applies. The Company previously relied on the transient investment company exemption in connection with its ownership of certain investment securities. As a result, ~~persons~~it ~~acquiring~~cannot ~~our~~rely ~~shares~~on ~~may~~the betransient ~~unable~~investment tocompany ~~resell~~exemption ~~their~~until ~~shares~~2011. The atCompany does not believe that the $250,000 note from GCM Ltd. is a ~~profit~~“security” under the ICA. If, however, that note is classified as a ~~result~~security ofor ~~this~~if ~~volatility~~the Company acquires other investment securities it may become subject to ICA regulation.

AtIf the ~~present~~Company ~~time,~~would nobecome ~~market~~an ~~exists~~investment ~~for~~company ~~our~~we ~~common~~will ~~stock,~~be ~~and~~subject weto ~~cannot~~a ~~offer~~significant ~~any~~amount ~~assurance~~of ~~that~~additional ~~any~~regulation, ~~market~~significant ~~will~~restrictions ~~develop.~~in ~~Occasional~~our ~~trades~~ability ~~are~~to ~~reported~~do onbusiness, ~~the~~and ~~“pink~~significant ~~sheets,”~~restrictions ~~but~~on asany arelationship ~~result,~~with ~~the~~affiliates. We ~~trading~~will ~~price~~also ofbe ~~our~~subject ~~securities~~to ~~can~~more bedetailed ~~impacted~~SEC byscrutiny ~~very~~and ~~low~~subject ~~sales~~to ~~volumes,~~the ~~general~~registration ~~market~~and ~~conditions,~~reporting ~~and~~requirements ~~other~~of ~~events~~the ~~and~~Company ~~factors.~~Act Inin addition, to the ~~realization~~reporting ofrequirements ~~any~~ of the ~~risks~~1934 ~~described~~Act. Compliance inwith these ~~“Risk~~new ~~Factors”~~obligations ~~could~~would ~~have~~restrict athe ~~significant~~Company’s opportunities to conduct its business as it has heretofore done, and ~~adverse~~will ~~impact~~result onin ~~such~~significantly ~~market~~greater ~~prices~~regulatory compliance expenses.

~~SEC~~We ~~penny~~have ~~stock~~a ~~regulations~~history ~~limit~~of losses and have never engaged in the ~~ability~~profitable tooperation ~~trade~~of our ~~securities~~business.

~~Our~~We ~~common~~have ~~stock~~had isa ~~subject~~history toof ~~additional~~operating ~~disclosure~~losses ~~requirements~~and ~~for~~cash ~~penny~~flow ~~stocks~~deficits, ~~mandated by the Securities Enforcement Remedies~~ and ~~Penny~~our ~~Stock~~financial ~~Reform~~statements ~~Act~~reflect ~~of 1990. The SEC Regulations generally define~~ a ~~penny~~Going ~~stock~~Concern toQualification beas andescribed ~~equity security that is not traded on the Nasdaq Stock Market and has a market price of less than $5~~above.~~00 per share.~~ We ~~are~~have ~~included~~never ~~within~~engaged in the ~~SEC~~profitable ~~Rule~~operation ~~3a-51 definition~~ of a ~~penny stock. As a “penny stock”~~business, ~~trading~~and inthere ~~our~~can ~~stock~~be isno ~~covered~~assurance bythat ~~Rule~~we ~~15g-9~~will ~~promulgated~~ever ~~under~~be ~~the~~able ~~Securities~~to ~~Exchange~~do ~~Act of 1934, for non-Nasdaq and non-national securities exchange listed securities~~so.

~~Under~~The ~~this~~Company ~~rule,~~has ~~broker-dealers~~not ~~who~~been ~~recommend~~involved ~~such~~in ~~securities~~active tobusiness ~~persons~~operations ~~other~~since ~~than~~1988. To ~~established customers and accredited investors must make a special written disclosure to~~date, ~~and~~we ~~suitability~~have ~~determination~~not ~~for,~~implemented ~~the purchaser and receive the purchaser’s written agreement to~~ a ~~transaction~~successful ~~prior~~business ~~to sale~~plan. Although ~~The~~we ~~regulations~~have onreviewed ~~penny~~several ~~stocks~~possibilities ~~limit~~for ~~the~~business ~~ability~~operations ofduring ~~broker-dealers to sell our common stock and thus~~ the ~~ability~~past ofseveral ~~purchasers~~years, ofwe ~~our~~have ~~common~~yet ~~stock~~been toable ~~sell their securities in the secondary market and adversely impact the willingness of investors~~ to ~~purchase~~execute ~~our~~upon ~~common stock on either~~ a ~~private~~business opportunity or ~~open market basis~~transaction.

~~Provisions~~Our inprimary ~~our~~assets ~~charter~~consist ~~documents~~of ~~could~~a ~~prevent~~promissory ornote ~~delay~~issued aby ~~change~~GCM ~~in control~~Ltd, ~~which~~a ~~could~~related ~~delay~~party, orwhich ~~prevent~~may anot ~~takeover~~be collectible.

Our ~~articles~~most ofvaluable ~~incorporation~~asset ~~authorize~~is a promissory note (in the ~~issuance~~original principal amount of ~~“blank~~$250,000) ~~check”~~issued ~~preferred~~by ~~stock~~GCM Ltd which directly and indirectly is our majority shareholder. The promissory note carries 6% interest and obligates GCM Ltd to pay the Company $25,000 per quarter, beginning with ~~such~~the ~~designations~~quarter ended June 30, ~~rights~~2008 and with the final payment of $24,211 due on or before December 31, 2010, with total principal and ~~preferences~~interest payments totaling $274,211. We ashave ~~may~~used bethese ~~determined~~funds byto partially cover our ~~Board~~general ofand ~~Directors~~administrative and other obligations. Prior ~~Accordingly~~to accepting the promissory note as partial payment for our shares of DMI, management investigated the ~~Board~~collectability of ~~Directors~~the ~~may,~~note ~~without~~and ~~shareholder~~believes ~~approval,~~that ~~issue~~such ~~shares~~note is collectible as it becomes due. GCM Ltd made all of ~~preferred~~the ~~stock~~payments ~~with~~due ~~dividend,~~under ~~liquidation,~~the ~~conversion~~note through our fiscal year ended March 31, ~~voting~~2010, oralthough ~~other~~it ~~rights~~did ~~that~~not ~~could~~timely ~~adversely~~make ~~affect~~certain of the ~~voting~~payments. Notwithstanding ~~power~~the orlate ~~other~~payments ~~rights~~made ofin the ~~holders~~past ofby ~~our~~GCM ~~common~~Ltd, ~~stock.~~the ~~Preferred~~Company ~~stock~~has ~~could~~not ~~also~~assessed the 5% late fee or default interest at 21% per annum against GCM Ltd. There can be ~~issued~~no toassurance ~~discourage,~~that ~~delay~~GCM Ltd will make the remaining payments under the note as they become due, or ~~prevent~~at aall, ~~change~~and inif ~~our~~GCM ~~control~~Ltd cannot, ~~although~~or wedoes do not, ~~currently~~make ~~intend~~such topayments ~~issue~~it ~~any~~will ~~additional~~likely ~~series~~have ofan ~~our~~adverse ~~preferred~~impact ~~stock~~on the Company’s ability to pay its obligations as they become due.

WeIt dois ~~not~~likely ~~expect~~that any efforts we may make to ~~pay~~raise ~~dividends~~capital or effect a business transaction will result in ~~the~~substantial ~~foreseeable~~additional ~~future~~dilution to our shareholders.

WeIt ~~have~~is ~~never~~likely ~~paid~~that ~~cash~~if ~~dividends~~we onraise ~~our~~capital ~~common~~for ~~stock.~~any Weoperations doin ~~not~~the ~~expect~~future or to ~~pay~~effect ~~cash~~a ~~dividends~~business oncombination ~~our~~or ~~common~~transaction, ~~stock~~such ataction ~~any~~will ~~time~~require in the ~~foreseeable~~issuance ~~future.~~of ~~The~~equity ~~future~~or ~~payment~~debt ofsecurities ~~dividends~~which ~~directly~~will ~~depends~~result ~~upon~~in substantial dilution to our ~~future~~existing ~~earnings~~shareholders. For example, ~~capital~~the ~~requirements,~~contemplated ~~financial~~transaction ~~requirements~~with ~~and~~GEI ~~other~~Plc ~~factors~~may ultimately require that ~~our~~we ~~board~~issue up to 14,146,093 shares of ~~directors~~common stock. Although we will ~~consider.~~attempt ~~Since~~to minimize the dilutive impact of any future capital-raising activities or business transactions, we cannot offer any assurance that we will be able to do ~~not~~so ~~anticipate~~because ~~paying~~of ~~cash~~the ~~dividends~~lack onof ~~our~~any ~~common~~historical ~~stock~~operations or profitability, ~~return~~as onwell ~~your~~as ~~investment,~~the iflack of any trading market for our publicly-held securities. If we are successful in raising additional working capital, we will ~~depend~~likely ~~solely~~have onto anissue ~~increase,~~additional ifshares ~~any,~~of inour common stock at prices that may be a discount from the then-current market ~~value~~price of our common stock. As described above under “Going Concern Qualification,” we cannot offer any assurance that we will be able to raise such funds when necessary.

~~Our~~Because ~~prior~~we ~~sale~~are ofdependent ~~unregistered~~upon ~~securities~~our ~~may~~key ~~create~~personnel ~~certain~~for ~~risks~~our future success, if we fail to retain or attract key personnel, our potential business operations will be adversely affected.

WeDavid ~~cannot~~W. ~~offer~~Brenman ~~any~~is ~~assurance~~the ~~that~~only ~~our~~person ~~prior~~who ~~sales~~has ofdevoted ~~unregistered~~a ~~securities~~substantial ~~were~~amount inof ~~compliance~~time ~~with~~to our business during the ~~law~~past five years. If Towe ~~the~~are ~~extent~~to ~~that~~succeed ~~our~~in ~~prior~~any ~~sales~~business ~~were~~opportunity ~~not~~or ~~strictly~~transaction in(which ~~compliance~~cannot ~~with~~be ~~all~~assured) ~~legal~~it ~~requirements,~~will weprimarily ~~may~~be ~~have~~as ~~some~~a ~~contingent~~result ~~liabilities~~of the efforts of ~~which~~Mr. weBrenman. ~~are~~David ~~unaware~~Brenman’s employment agreement with the Company became effective on September 30, 2005. We ~~The~~paid ~~availability~~Mr. ofBrenman anhis ~~exemption~~salary ~~from~~as ~~registration~~due isunder ~~conditional~~this ~~upon~~employment ~~numerous~~agreement ~~facts~~through ~~and~~August ~~circumstances~~15, ~~over~~2006, ~~which~~and weexcept ~~have~~for noa ~~control~~$2,000 ~~including~~payment ~~the~~made ~~investment~~during ~~intent~~fiscal of2008 ~~the~~to ~~purchasers~~keep our payroll service active, ~~the~~since ~~accuracy~~August of15, ~~the~~2006 ~~purchasers’~~we ~~representations~~have ~~that~~not ~~they~~made ~~were~~any ~~accredited~~payments ~~investors~~to him as required under his employment agreement. In addition, ~~and~~we ~~whether~~anticipate ~~others~~that ~~involved~~we inwill ~~the~~continue ~~transaction~~to ~~utilized~~be unable to make any ~~form~~payments ofunder ~~general~~this ~~solicitation~~employment agreement for the foreseeable future. Mr. ToBrenman has agreed to defer the ~~extent~~compensation ~~that~~due ~~any~~to ~~securities~~him ~~were~~under ~~offered~~his oremployment ~~sold~~agreement at(without ainterest) until such time ~~when~~as ~~there~~the ~~was~~Company nohas ~~exemption~~adequate ~~from~~resources ~~registration~~to ~~available~~be ~~and~~able ato ~~person~~make ~~makes~~such apayments. In ~~claim~~addition ~~for~~to ~~rescission,~~his deferred salary we ~~may~~also have aother ~~liability~~significant ~~which~~obligations to Mr. Brenman, including for expenses Mr. Brenman has ~~not~~occurred ~~been~~on ~~included~~the inCompany’s behalf and the repayment with interest of the $40,000 he advanced to the Company during our ~~financial~~2010 ~~statements~~fiscal year.

~~The~~No ~~vast~~market ~~majority~~exists offor our common stock; isshould ~~currently~~a ~~directly~~market ~~and~~develop, ~~indirectly~~our ~~controlled~~common bystock awill ~~single~~likely ~~investor~~be vulnerable to pricing and purchasing actions that are beyond our ~~common~~control ~~stock~~and, istherefore, ~~not~~persons ~~eligible~~acquiring toour beshares ~~resold~~may ~~pursuant~~be unable to ~~Rule~~resell ~~144~~their shares at a profit as a result of this volatility.

~~As of June 15~~Currently, ~~2009,~~no ~~approximately~~market ~~85%~~exists offor our ~~outstanding~~common stock, ~~was~~and ~~directly~~we ~~and~~cannot ~~indirectly~~offer ~~held~~any byassurance athat ~~single~~any ~~shareholder,~~market ~~GCM~~will ~~Ltd~~develop. Previously, ~~This~~occasional ~~shareholder~~trades ~~could~~were ~~attempt~~reported toon ~~exercise~~the ~~control~~“pink ~~over~~sheets.” Should ~~Cogenco~~a ~~through~~trading ~~its~~market ~~share~~resume ~~ownership,~~the ~~although~~trading ~~Cogenco~~price ~~does~~of ~~not~~our ~~currently~~securities ~~believe~~at ~~the~~least ~~shareholder~~initially ~~has~~will ~~any~~likely ~~plans~~be toimpacted doby ~~so.~~very ~~Because~~low ~~Cogenco’s~~sales ~~common~~volumes, ~~stock~~general ismarket ~~not~~conditions, ~~registered~~and ~~under~~other ~~the~~events ~~Securities~~and ~~Exchange~~factors. In ~~Act of 1934~~addition, ~~this~~the ~~shareholder~~realization ~~does~~of ~~not have~~ any ~~reporting obligations under Sections 13(d) or 16(a)~~ of the ~~Securities~~risks ~~Exchange~~described ~~Act~~in ~~and~~these ~~therefore~~“Risk isFactors” ~~not~~could ~~required~~have toa ~~disclose~~significant ~~its~~and ~~holdings~~adverse orimpact ~~any~~on ~~changes~~such inmarket ~~its beneficial ownership of Cogenco common stock~~prices.

~~All~~SEC ofpenny ~~the shares of Cogenco common~~ stock ~~held~~regulations bylimit ~~our principal stockholder constitute “restricted shares” or “control shares” as defined in Rule 144 under~~ the ~~Securities~~ability ~~Act.~~to ~~The~~trade ~~restricted shares may only be sold if they are registered under the Securities Act or another exemption from registration under the Securities Act. However, because Cogenco is a shell company~~ our ~~common stock is not currently eligible to be resold pursuant to Rule 144~~securities.

~~Indemnification~~Our common stock is subject to additional disclosure requirements for penny stocks mandated by the Securities Enforcement Remedies and Penny Stock Reform Act of ~~officers~~1990. The SEC Regulations generally define a penny stock to be an equity security that is not traded on the Nasdaq Stock Market and ~~directors~~has ~~may~~a ~~result~~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 ~~unanticipated~~our ~~expenses~~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.

~~Colorado~~Under ~~Revised~~this ~~Statutes~~rule, ~~and~~broker-dealers ~~our~~who ~~articles~~recommend ofsuch ~~incorporation~~securities ~~and~~to ~~bylaws~~persons ~~provide~~other ~~for~~than ~~the~~established ~~indemnification~~customers ofand ~~our~~accredited ~~directors,~~investors ~~officers,~~must ~~employees,~~make ~~and~~a ~~agents,~~special ~~under~~written ~~certain~~disclosure ~~circumstances~~to, ~~against~~and ~~attorney’s~~suitability ~~fees~~determination ~~and~~for, ~~other~~the ~~expenses~~purchaser ~~incurred~~and byreceive ~~them~~the inpurchaser’s ~~any~~written ~~litigation~~agreement to ~~which they become~~ a ~~party~~transaction ~~arising~~prior ~~from~~to ~~their~~sale. The ~~association~~regulations ~~with us or activities~~ on ~~our~~penny ~~behalf.~~stocks Welimit ~~also will bear~~ the ~~expenses~~ability of ~~such~~broker-dealers ~~litigation for any of their directors, officers, employees, or agents, upon such person’s promise~~ to ~~repay~~sell ~~them~~our ifcommon itstock isand ~~ultimately~~thus ~~determined~~the ~~that~~ability ~~any~~of ~~such~~purchasers ~~person~~of ~~shall~~our ~~not~~common ~~have~~stock ~~been entitled~~ to ~~indemnification.~~sell ~~This~~their ~~indemnification~~securities ~~policy could result~~ in ~~substantial~~the ~~expenditures~~secondary bymarket usand ~~that~~adversely weimpact ~~may~~the bewillingness ~~unable~~of investors to ~~recoup~~purchase ~~and~~our ~~could~~common ~~direct~~stock ~~funds~~on ~~away~~either ~~from~~a ~~our~~private ~~business~~or ~~and~~open ~~products~~market ~~(if any)~~basis.

~~Our president, Mr. David Brenman, is involved in other ongoing business opportunities.~~11

~~The~~Provisions ~~board~~in ofour ~~directors~~charter bydocuments ~~resolution~~could ~~dated~~prevent ~~May~~or 5,delay ~~2005, agreed to permit Mr. David Brenman to pursue~~ a ~~business~~change ~~opportunity with respect to certain imaging devices that are being developed by Micro-Imaging Solutions, LLC. (“MIS”). MIS is involved~~ in the research and development of small scale high resolution medical devices. Mr. Brenman’s activities with respect to MIS could cause time conflicts and other various conflicts of interest with respect to his duties and obligations to Cogenco. In additioncontrol, ~~Mr.~~which ~~Brenman’s association with MIS~~ could ~~diminish~~delay ~~his~~or ~~ability~~prevent toa ~~obtain additional financing on behalf of Cogenco if he is also providing such assistance to MIS~~takeover.

11Our 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.

WeProvisions ~~have~~in ~~significant~~our ~~obligations~~bylaws ~~under~~provide for indemnification of officers and directors to the ~~Securities~~full ~~Act~~extent ofpermitted ~~1934~~by Colorado law, which could require us to direct funds away from our business and products.

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

~~Forward-looking~~We ~~statements~~have ~~may~~never ~~prove~~paid cash dividends on our common stock. We do not expect to bepay ~~inaccurate~~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.

InOur ~~our~~prior ~~effort~~sale ~~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~~unregistered ~~fact~~securities ~~are~~may ~~forward-looking~~create ~~statements~~certain ~~within the meanings of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934~~risks. 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~~We ~~forward-looking~~cannot ~~statements~~offer ~~generally~~any ~~can~~assurance bethat ~~identified~~our byprior sales of unregistered securities were in compliance with the ~~use~~law. To ofthe ~~terms~~extent ~~such~~that asour ~~“believe,”~~prior ~~“expect,”~~sales ~~“anticipate,”~~were ~~“intend~~not strictly in compliance with all legal requirements,” ~~“plan~~we may have some contingent liabilities of which we are unaware. The availability of an exemption from registration is conditional upon numerous facts and circumstances over which we have no control,” ~~“foresee~~including the investment intent of the purchasers,” ~~“likely~~the accuracy of the purchasers’ representations that they were accredited investors,” ~~“will”~~and orwhether ~~other~~others ~~similar~~involved ~~words~~in orthe ~~phrases~~transaction utilized any form of general solicitation. To ~~Furthermore,~~the ~~statements~~extent that ~~describe~~any ~~our~~securities ~~objectives,~~were ~~plans,~~offered or ~~goals~~sold ~~are~~at a time when there was no exemption from registration available and a person makes a claim for rescission, orwe may ~~be,~~have ~~forward-looking~~a liability which has not been included in our financial statements.

~~Forward-looking~~We ~~statements~~expect ~~involve~~that ~~known~~the ~~and~~vast ~~unknown~~majority ~~risks,~~of ~~uncertainties~~our ~~and~~common ~~other~~stock ~~factors~~will ~~which~~be ~~may~~directly ~~cause~~and ~~our~~indirectly ~~actual~~controlled ~~results,~~by ~~performance~~a ~~and~~single ~~achievements~~investor; toand beour ~~different~~common ~~from~~stock ~~any~~is ~~future~~not ~~results,~~eligible ~~performance~~to ~~and~~be ~~achievements~~resold ~~expressed~~pursuant orto ~~implied~~Rule ~~by these statements~~144.

~~These~~Throughout ~~factors~~our ~~are~~recent ~~not~~fiscal ~~necessarily~~years ~~all~~GCM Ltd directly and indirectly owned or controlled significantly greater than 50% of ~~the~~our ~~important~~outstanding ~~factors~~common stock. As a result of our May 2010 issuance of more than 14 million shares of common stock into escrow and the fact that ~~could~~neither ~~cause~~GEI ~~actual~~Plc ~~results~~nor toGCM ~~differ~~Ltd ~~materially~~has ~~from~~voting or economic rights to those ~~expressed~~shares while in escrow, GCM Ltd is not currently the ~~forward-looking~~beneficial ~~statements~~owner of the escrowed shares. However, as a result of certain transactions which we understand to be contemplated between GEI Plc and an affiliate of GCM Ltd and related parties, we expect that GCM Ltd and Vital Source S.A., (the party to the PPA in ~~this~~the ~~prospectus~~amount of $35,000.000 ~~Other~~described ~~unknown~~above) orwill ~~unpredictable~~collectively ~~factors~~become ~~also~~the ~~could~~Company’s ~~have~~largest ~~material~~shareholders ~~adverse~~upon ~~effects~~the onrelease ~~our~~of ~~future~~those ~~results~~shares or if they are returned to the Company for cancellation.

~~Item~~As 1Bthe holder of greater than 50% of our common stock GCM Ltd. ~~Unresolved~~could ~~Staff~~have ~~Comments~~(but to the knowledge of the Company has not) attempted to exercise control over the Company through its share ownership. Because the Company’s common stock is not registered under the Securities Exchange Act of 1934, this shareholder does not have any reporting obligations under Sections 13(d) or 16(a) of the Securities Exchange Act and therefore is not required to disclose its holdings or any changes in its beneficial ownership of the Company common stock.

~~Not applicable.~~12

~~Item~~During 2the period of the escrow, Mr. ~~Properties~~David Brenman, our president, has the right to vote the more than 14 million shares placed into escrow. Therefore, during that period Mr. Brenman will have the ability to direct the vote of substantially more than 80% of the shares outstanding.

12All of the shares of Company common stock held by our major stockholders constitute “restricted shares” or “control shares” as defined in Rule 144 under the Securities Act. The restricted shares may only be sold if they are registered under the Securities Act or another exemption from registration under the Securities Act. However, because the Company is a shell company our common stock is not currently eligible to be resold pursuant to Rule 144.

~~Cogenco~~Indemnification ~~owns~~of noofficers ~~real~~and ~~property~~directors ~~and~~may noresult ~~material~~in ~~personal~~unanticipated ~~property~~expenses.

~~Item~~Colorado 3Revised Statutes and our articles of incorporation and bylaws provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with us or activities on our behalf. We ~~Legal~~also ~~Proceedings~~will bear the expenses of such litigation for any of their directors, officers, employees, or agents, upon such person’s promise to repay them if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we may be unable to recoup and could direct funds away from our business and products (if any).

~~Cogenco~~Our ispresident, ~~not~~Mr. aDavid ~~party~~Brenman, tois ~~any~~involved ~~legal~~in ~~proceedings~~other ~~and~~ongoing nobusiness ~~such proceedings are known to be contemplated~~opportunities.

~~Item~~The 4board of directors by resolution dated May 5, 2005, agreed to permit Mr. ~~Submission~~David Brenman to pursue a business opportunity with respect to certain imaging devices that are being developed by Micro-Imaging Solutions, LLC. (“MIS”). MIS is involved in the research and development of ~~Matters~~small scale high resolution medical devices. Mr. Brenman’s activities with respect to aMIS ~~Vote~~could cause time conflicts and other various conflicts of ~~Security~~interest ~~Holders~~with respect to his duties and obligations to the Company. In addition, Mr. Brenman’s association with MIS could diminish his ability to obtain additional financing on behalf of the Company if he is also providing such assistance to MIS.

OnWe ~~March~~have ~~30,~~significant ~~2009~~obligations weunder ~~held an annual meeting of shareholders. At~~ the ~~meeting~~Securities ~~our~~Act ~~shareholders reelected both members~~ of ~~our board of directors and approved our Amended and Restated Articles of Incorporation~~1934. Additional information regarding the meeting, and the results of that meeting were reported in a Current Report on Form 8-K dated March 30, 2009 and filed with the Securities and Exchange Commission on April 2, 2009.

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

~~Item~~Forward-looking 5.statements ~~Market~~may ~~for~~prove ~~Common~~to ~~Equity~~be ~~and Related Stockholder Matters~~inaccurate.

~~Market~~In ~~Information~~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.

Our common stock is not eligible for listing on any stock exchange. Trading, if any, has been strictly limited to the over-the-counter market. In the past, our common stock has been quoted from time to time in the “Pink Sheets” maintained by the National Quotation Bureau, Inc. Since 1988, we do not believe that any established trading market has existed for our common stock. We are not aware of any public sales of our common stock for more than the past two years, and consequently we are unable to report any market information.13

~~Holders~~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.

~~The~~Forward-looking ~~approximate~~statements ~~number~~involve ofknown ~~record~~and ~~holders~~unknown ofrisks, ~~our~~uncertainties ~~$0.01~~and ~~par~~other ~~value~~factors ~~common~~which ~~stock~~may ascause ofour ~~June~~actual 15results, ~~2009,~~performance ~~was~~and ~~780.~~achievements ~~This~~to ~~figure~~be ~~does~~different ~~not~~from ~~reflect~~any anfuture ~~indeterminable~~results, ~~number~~performance ofand ~~shareholders~~achievements ~~whose~~expressed ~~shares~~or ~~may~~implied beby ~~held~~these ~~in “street name~~statements.”

~~Dividends~~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.

~~Cogenco~~Item ~~has not paid a dividend with respect to its common stock since its incorporation~~1B. Unresolved WeStaff ~~do not expect to pay a dividend on our common stock in the foreseeable future.~~Comments

~~Our~~Not 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 dissolution were to occur at the time of the dividend) to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the dividendapplicable. ~~At the present time, there are no shareholders who have any preferential rights.~~

~~Securities~~Item ~~Authorized for Issuance under Equity Compensation Plans~~2. Properties.

AtThe Company currently maintains its offices at 4600 South Ulster Street, Suite 800, Denver, CO 80237. This office is leased by Micro-Imaging Solutions, LLC (“MIS”), and the ~~present~~Company ~~time~~subleases office space from MIS on a month-to-month basis. The Company currently pays approximately $2,292 weper ~~have~~month nounder ~~securities~~this ~~authorized~~arrangement. Management believes that this arrangement will be suitable for ~~issuance~~its ~~under~~needs ~~any~~for ~~equity~~the ~~compensation~~immediate ~~plan~~future.

13During its 2010 fiscal year and through the date of this report, the Company owned no real property and no material personal property.

~~Sales~~Item of3. Legal ~~Unregistered Equity Securities~~Proceedings.

WeThe ~~did~~Company is not ~~sell~~a ~~any~~party ~~equity securities during the year ended March 31, 2009. Subsequent~~ to ~~the~~any ~~end~~legal ofproceedings ~~our~~and ~~2009~~no ~~fiscal~~such ~~year~~proceedings weare ~~entered~~known ~~into a subscription agreement with a single European investor and became obligated~~ to ~~issue~~be ~~shares of our common stock~~contemplated. ~~This obligation is described in a Current Report on Form 8-K dated June 24, 2009 filed on June 30, 2009.~~

~~Purchases of Equity Securities by Cogenco and its Affiliates (~~Item ~~703 information)~~4. Reserved.

~~Cogenco’s~~PART common stock is not registered under Section 12 of the Securities Exchange Act of 1934 and therefore no disclosure is required. Further, during the year ended March 31, 2009, Cogenco did not repurchase any shares of its common stock.II

Item 65. Market ~~Selected~~for ~~Financial~~Common ~~Data~~Equity and Related Stockholder Matters.

~~Not~~Market ~~applicable~~Information.

~~Item~~Our 7common stock is not eligible for listing on any stock exchange. Trading, ~~Management's~~if ~~Discussion~~any, ~~and~~has ~~Analysis~~been ofstrictly limited to the over-the-counter market. In the past, our common stock has been quoted from time-to-time in the “Pink Sheets” maintained by the National Quotation Bureau, Inc. under the trading symbol “CGNN.” In January 2010 the Company notified the Financial ~~Condition~~Industry Regulatory Authority that the Company’s name had changed under Colorado law to Genesis Solar Corporation and ~~Results~~expects to be assigned a new trading symbol. However, as of ~~Operation~~June 18, 2010 FINRA has not yet assigned a new trading symbol for the Company’s common stock.

~~Going Concern Qualification~~14

~~Because~~Since ~~of our lack of revenues~~1988, ~~lack~~we ofdo ~~working~~not ~~capital,~~believe ~~our~~that ~~inability to meet certain of our contractual obligations, and lack of~~ any ~~assured~~established ~~financing~~trading ~~sources,~~market ~~our~~has ~~financial~~existed ~~statements~~for ~~raise doubt about~~ our ~~ability~~common tostock. We ~~continue~~are asnot aaware ~~going concern because~~ of ~~our~~any ~~financial~~public ~~condition,~~sales ~~and substantial losses. The opinion~~ of our ~~auditors~~common stock for ~~the~~more ~~year~~than ~~ended~~the ~~March~~past ~~31,~~two ~~2009~~years, ~~expresses~~and ~~the~~consequently ~~following~~we ~~concerns~~are ~~about~~unable ~~our ability~~ to ~~continue~~report asany amarket ~~going concern:~~information.

“Holders.~~..the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern.”~~

~~(the~~The ~~“Going~~approximate ~~Concern~~number ~~Qualification”). This condition has continued since the date~~ of ~~those~~record ~~financial~~holders ~~statements, and we expect that these conditions will continue for the foreseeable future unless we are able to raise a substantial amount~~ of ~~additional~~our ~~financing~~$0.01 Inpar ~~view~~value ofcommon ~~the~~stock ~~matters~~as ~~described~~of ~~herein~~June ~~and~~18, in2010, ~~Note~~was 1 ~~to our financial statements~~, ~~our ability to continue to pursue our plan of operations as described herein is dependent upon our ability to raise the capital necessary to meet our financial requirements on a continuing basis~~078.

~~Summary~~Dividends.

AsThe ~~stated~~Company ~~above,~~has ~~Cogenco~~not ~~has~~paid ~~been~~a ~~essentially~~dividend ~~inactive~~with ~~since~~respect ~~early~~to ~~1988~~its ~~until~~common ~~the~~stock ~~2005~~since ~~fiscal~~its ~~year~~incorporation. We ~~During~~do ~~this~~not ~~time~~expect weto ~~investigated~~pay ~~investment~~a ~~alternatives~~dividend inon ~~the~~our ~~oil~~common ~~and~~stock ~~gas and biotechnology industries but, to date, we have been unsuccessful~~ in ~~completing~~the ~~any~~foreseeable ~~such transaction~~future.

~~Results~~Our ability to pay dividends is restricted by provisions of ~~Operations~~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 dissolution were to occur 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. At the present time, there are no shareholders who have any preferential rights.

~~Years~~Securities ~~Ended~~Authorized ~~March~~for ~~31,~~Issuance ~~2009~~Under ~~and~~Equity ~~2008.~~Compensation Plans

14 On November 18, 2009 our Board of Directors approved the 2009 Equity Incentive Plan (the “Plan”) and reserved 1,500,000 shares of common stock under the Plan. As of June 18, 2010 the Company had not yet submitted the Plan for shareholder approval, although the Plan’s adoption is not contingent upon such approval. The Plan was adopted to compensate new, continuing, and existing employees, officers, consultants, and advisors of the Company and its controlled, affiliated and subsidiary entities. The Plan is currently administered by the Board of Directors as a whole. The Plan includes two types of options: (i) Options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended are referred to as “Incentive Options” (although the Company’s ability to grant Incentive Options will require the Company to obtain shareholder approval of the Plan by November 18, 2010); and (ii) Options which are not intended to qualify as Incentive Options are referred to as “Non-Qualified Options.” Bonuses, which may also be granted under the Plan, are the outright issuance of shares of common stock. The exercise price of the options granted under the Plan must be 100% of the “fair market value” (which is defined in the Plan) of our common stock on the date of grant, and the exercise period for options granted under the Plan cannot exceed ten years from the date of grant. The Plan provides that an option may be exercised through the payment of cash, in property or in a combination of cash, shares and property subject to approval of the Company.

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

~~Liquidity~~The ~~and~~information ~~Capital~~in ~~Resources~~the following table is provided with respect to compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance as of the fiscal year ending March 31, 2010.

Cogenco has been without adequate funds since 1987 through the 2009 fiscal year and subsequently. At the time we ceased active business operations, Cogenco was essentially out of money. We did not raise any substantial amounts of money for Cogenco until the 2005 fiscal year during which we raised $240,000 and the 2006 fiscal during which we raised $3,700,000, these funds were invested by accredited and offshore (non-U.S.) investors. As described above, we also raised $775,000 in 2007, these funds were also invested by accredited and offshore (non-U.S.) investors.15

At March 31, 2009, Cogenco had current assets of $162,305 and negative working capital of $(84,964), as compared to current assets of $177,431 and a working capital deficit of $(83,778) at March 31, 2008. In large part our current assets decreased from our fiscal year ended March 31, 2008 to March 31, 2009 as a result of the redemption of a certificate of deposit during our 2009 fiscal year. On May 28, 2008 a certificate of deposit in the amount of $85,436 that was pledged as collateral on a letter of credit in the amount of $70,000 securing the lease was redeemed. Cash proceeds of $37,560 from the redemption were used to prepay the office rent through December 2008 and release Cogenco from the $70,000 letter of credit securing the lease. As of March 31, 2009 we had cash assets of $34,448 as compared to cash assets of $1,386 as of March 31, 2008. This increase is the result of our receipt of payments from GCM Ltd that were due under the promissory note GCM Ltd issued to us in March 2008. We have used these payments to fund our day-to-day expenses.

Plan Category and Description	Number of Securities to be issued upon exercise of outstanding options, warrants, and rights (a)	Weighted –average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Equity compensation plans approved by security holders	-0-	-0-	-0-

Equity compensation plans not approved by security holders	-0-	-0-	1,500,000

Total	-0-	-0-	1,500,000

~~Currently~~Sales ~~our most significant asset is the promissory note issued by GCM Ltd,~~ of ~~which~~Unregistered asEquity ~~of March 31, 2009, $114,347 was classified as a current asset and $72,040 was classified as a long term asset~~Securities. GCM Ltd made the quarterly payments due under the note during our 2009 fiscal year (although certain payments were not timely). Although Cogenco believes the remaining amounts due under this note will be collected, as discussed in the Risk Factors of this annual report all or a portion of the remaining unpaid portion of the note could become uncollectible.

InAll ~~June~~unregistered ~~2009~~sales of equity securities that occurred during the fiscal year ended March 31, ~~Cogenco~~2010 ~~advanced~~and anthrough ~~additional~~the ~~€250~~date of this report have been previously described in reports filed with the Securities and Exchange Commission. Although the Company issued 14,~~000~~146,093 ~~(approximately~~shares ~~US$346~~of its common stock on May 25,~~000)~~ 2010 pursuant to ~~GCM~~the ~~Ltd~~Restated ~~for~~Agreement ~~the~~with ~~operation~~GEI ofPlc to acquire the Solar Panel Subsidiaries, asthese ~~described~~shares ~~above.~~are ~~The~~currently ~~proceeds~~being ~~were~~held ~~primarily~~in ~~used~~escrow ~~for~~and ~~certain~~will ~~obligations~~only be released to GEI Plc upon the satisfaction of ~~GSE.~~various ~~The~~conditions ~~terms~~and as a result all or part of ~~this~~these ~~note~~shares ~~are~~could ~~substantially~~be returned to the ~~same~~Company. As such, the Company does not believe that the issuance of these shares into escrow constitutes a “sale” of securities as that term is defined in the ~~prior~~Securities ~~(March~~Act ~~2008)~~of ~~note~~1933.

~~Cogenco~~Purchases ~~does~~of ~~not~~Equity ~~have~~Securities ~~any~~by ~~capital~~Genesis ~~obligations~~Solar ~~during~~and ~~fiscal~~its ~~2010~~Affiliates.

AsThe ~~stated~~Company’s ~~above~~common ~~under~~stock ~~“Going~~is ~~Concern~~not ~~Qualification”~~registered ~~and~~under inSection ~~the~~12 ~~Risk~~of ~~Factors, below, we do not believe that~~ the ~~working~~Securities ~~capital~~Exchange ~~currently~~Act ~~available~~of is1934 ~~sufficient to maintain our activities~~ and wetherefore ~~will~~no ~~remain~~disclosure ~~dependent~~is ~~on related party financing~~required. Further, ~~Although~~during wethe ~~have~~year aended ~~commitment~~March ~~from an investor to provide us some working capital~~31, ~~we cannot offer any assurance that such financing will be sufficient. There can be no assurance that we will be able to raise any additional capital~~2010, ~~or that~~ the ~~terms~~Company ondid ~~which~~not werepurchase ~~can raise~~ any ~~capital~~shares ~~will~~of beits ~~commercially~~common ~~reasonable~~stock.

15Item 6. Selected Financial Data.

~~Plan~~Not ~~of Operations~~applicable.

~~Cogenco~~Item ~~is not engaged in active business operations at the present time~~7. Management's ~~Although~~Discussion ~~we have previously received proposals for business opportunities from third parties~~ and weAnalysis ~~seek~~of ~~out~~Financial ~~business~~Condition ~~opportunities with others, we have not actively pursued any such business opportunity in more than the past two years except for the business transactions with DMI that were discussed above~~ and ~~the~~Results ~~pending negotiations for the acquisition~~ of ~~the Solar Panel Subsidiaries as discussed above~~Operation. We need a substantial amount of additional funding to be able to pursue the acquisition of the Solar Panel Subsidiaries. Consequently, we cannot offer any assurance that we will be able to obtain the funds necessary to complete the negotiations to acquire, or to complete the acquisition of the Solar Panel Subsidiaries, or if that investment opportunity is not completed, to invest in other business opportunities. One of the promissory notes held by Cogenco (payable to Cogenco by our 85% shareholder), $25,000 comes due each quarter, and to date we have been using those funds to help pay for our routine legal and administrative expenses. The other promissory note for €250,000 (approximately US$346,000) is payable with interest in one lump sum in June 2010.

~~Off~~Going ~~Balance~~Concern ~~Sheet Arrangements~~Qualification

WeBecause ~~have~~of noour ~~off~~lack ~~balance~~of ~~sheet~~revenues, ~~arrangements~~lack ~~and~~of ~~thus~~working nocapital, ~~disclosure~~our isinability ~~required.~~to ~~However,~~meet ascertain ~~described~~of ~~above,~~our ~~Cogenco~~contractual ~~has~~obligations, anand ~~obligation~~lack toof ~~pay~~any ~~rent~~assured ~~under~~financing asources, ~~sublease~~our ~~from~~financial astatements ~~related~~raise ~~party~~doubt ~~for~~about anour ~~office~~ability ~~lease~~to ~~with~~continue anas ~~unaffiliated~~a ~~entity~~going atconcern ~~the~~because ~~rate~~ of $2our financial condition,~~675~~ ~~per~~and ~~month~~substantial losses. The ~~This~~opinion ~~obligation~~of isour ~~not~~auditors ~~reflected~~for onthe ~~Cogenco’s~~year ~~balance~~ended ~~sheet~~March 31, ~~although~~2010, ~~our~~expresses ~~rent~~the ~~expense~~following isconcerns ~~recognized~~about on our ~~Statement~~ability ofto ~~Operations.~~continue as a going concern:

~~Item 7A~~“...the ~~Quantitative~~Company has incurred significant losses from inception to date and ~~Qualitative~~does ~~Disclosures~~not ~~About~~have ~~Market~~sufficient ~~Risk~~funds on hand to continue to fund operations without a capital infusion. These conditions raise substantial doubt about its ability to continue as a going concern.”

~~Not Applicable.~~16

~~Item~~(the 8“Going Concern Qualification”). This ~~Financial~~condition ~~Statements~~has continued since the date of those financial statements, and we expect that these conditions will continue for the foreseeable future unless we are able to raise a substantial amount of additional financing. In view of the matters described herein and in Note 1 to our financial statements, our ability to continue to pursue our plan of operations as described herein is dependent upon our ability to raise the capital necessary to meet our financial requirements on a continuing basis.

~~The following financial statements are filed as a part of this Form 10-K immediately following the signature page:~~Summary

				Page No
		Report of Independent Registered Public Accounting Firm		F-1
		Balance Sheet - March 31, 2008 and 2009		F-2
		Statement of Operations - For the Years Ended March 31, 2008		F-3
		and 2009 and Cumulative Amounts from Inception of the
		Development Stage (October 1, 2008) through March 31, 2009
		Statement of Stockholders’ Equity (Deficit)		F-4
		For the years ended March 31, 2008 and 2009
		and from Inception of the Development
		Stage (October 1, 2008) through March 31, 2009
		Statement of Cash Flows - For the Years
		Ended March 31, 2008 and 2009 and
		Cumulative Amounts from Inception of
		the Development Stage (October 1, 2008) through March 31, 2009		F-5
		Notes to Financial Statements March 31, 2008 and 2009		F-6 - F-15

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

16Results of Operations

~~Item~~Years 9.Ended ~~Changes~~March in31, ~~and~~2010 ~~Disagreements with Accountants on Accounting~~ and ~~Financial Disclosure~~2009.

~~Since~~We ~~inception~~recognized a net loss of $(203,363) ~~Cogenco~~for ~~has~~the ~~not~~fiscal ~~filed~~year aended ~~Current~~March ~~Report~~31, on2010, ~~Form~~as ~~8-K~~compared ~~reporting~~to the $(94,126) net loss recognized for the fiscal year ended March 31, 2009. We recognized a ~~change~~larger loss in fiscal 2009 in large part because of ~~accountants~~the costs and expenses we incurred with respect to the various business activities undertaken to raise additional capital and explore and negotiate the business possibilities, ~~nor~~including ~~has~~the ~~there~~transaction ~~been~~contemplated ~~any~~by ~~material~~the ~~disagreement~~Acquisition ~~with~~Agreement. These ~~its~~increased ~~accountants~~expenses onare ~~any~~indicated ~~matter~~by ~~regarding~~the ~~accounting~~more orthan ~~financial~~$33,000 ~~disclosure~~increase during the 2010 fiscal year legal fees (paid to unrelated parties) and a more than $56,000 increase in general and administrative expenses.

~~Item~~Historically, ~~9A(T)~~we have incurred significant losses and we anticipate that we will continue to incur significant net losses as we continue to pursue business opportunities. ~~Controls~~ We will pursue these business opportunities to the extent that our management has identified opportunities that it believes are worth pursuing and ~~Procedures~~to the extent that the Company has sufficient funds to do so. At the present time, the Company has no source of revenues from operations, and the Company can provide no assurance that it will generate a source of revenues from operations, either as a result of a merger or acquisition transaction, or as a result of developing such a source from within.

~~(a) Evaluation~~Liquidity ~~of Disclosure Controls~~ and ~~Procedures.~~Capital Resources

AsThe ~~required~~Company byhas ~~Rule~~been ~~13a-15~~without ~~under~~adequate ~~the~~funds ~~Securities~~since ~~Exchange~~1987 ~~Act~~through ofthe ~~1934,~~2010 asfiscal ofyear, ~~the~~and ~~end~~subsequently. At of the ~~period~~time ~~covered in this report,~~ we ~~carried~~ceased ~~out~~active anbusiness ~~evaluation~~operations, of the ~~effectiveness~~Company ofwas ~~the~~essentially ~~design~~out ~~and operation~~ of ~~our disclosure controls and procedures~~money. The ~~This~~Company ~~evaluation~~did ~~was~~not ~~carried~~raise ~~out~~any ~~under~~substantial ~~the~~amounts ~~supervision~~capital ~~and~~until ~~with~~ the ~~participation~~2005 offiscal ~~our~~year ~~principal~~during ~~executive~~which ~~officer~~we ~~(who~~raised ~~also serves as our principal financial officer)~~$240, ~~who concluded~~000, ~~that because of~~ the ~~material~~2006 ~~weakness~~fiscal induring ~~our~~which ~~internal~~we ~~control~~raised ~~over financial reporting described below that~~$3,700,000, ~~our disclosure controls~~ and ~~procedures~~an ~~were~~additional ~~not effective as of March 31~~$775,000 ~~2009.~~raised ~~A material weakness is a deficiency or a combination of deficiencies~~ in ~~internal~~2007. During ~~controls~~our ~~over~~2010 ~~financial~~fiscal ~~reporting~~year ~~such~~we ~~that~~raised ~~there~~$17,300 isthrough ~~not~~the asale ~~reasonable possibility that a material misstatement~~ of our ~~annual~~common orstock, ~~interim~~however, ~~financial~~this ~~statements~~amount ~~will~~was not besufficient ~~prevented~~to orcover ~~detected~~our on-going ageneral ~~timely~~corporate ~~basis~~and other requirements.

~~Disclosure~~At ~~controls~~March ~~and~~31, ~~procedures~~2010, ~~are~~the ~~controls~~Company ~~and~~had ~~other~~current ~~procedures~~assets ~~that~~of ~~are~~$122,172 ~~designed~~and toworking ~~ensure~~capital ~~that~~deficit ~~information~~of ~~required~~$(198,104), toas becompared ~~disclosed~~to incurrent ~~our~~assets ~~reports~~of ~~filed~~$ or162,305 ~~submitted~~and ~~under~~a ~~the~~working ~~Securities~~capital ~~Exchange~~deficit ~~Act~~of ~~is recorded~~$(84,964) ~~processed,~~at ~~summarized~~March ~~and reported~~31, ~~within~~2009. In ~~the~~large ~~time~~part ~~periods~~our ~~specified~~current inassets ~~the~~decreased ~~Securities~~from ~~and~~our ~~Exchange~~fiscal ~~Commission’s~~year ~~rules~~ended ~~and~~March ~~forms.~~31, ~~Disclosure~~2009 ~~controls~~to ~~and~~March ~~procedures include~~31, ~~without~~2010as ~~limitation,~~a ~~controls~~result ~~and~~of ~~procedures~~continuing ~~designed~~general toand ~~ensure~~administrative ~~that~~expenditures, ~~information~~our ~~required~~continuing tooperating belosses, ~~disclosed~~and in our ~~reports~~on-going ~~filed~~use ~~under~~of ~~the~~cash ~~Exchange~~assets ~~Act~~to ispay ~~accumulated~~our ~~and~~general ~~communicated~~administrative toobligations. As ~~management,~~of ~~including~~March ~~our~~31, ~~principal~~2010 ~~executive~~we ~~officer~~had ~~and~~cash ~~our~~assets ~~principal~~of ~~financial officer~~$9,362 as ~~appropriate,~~compared to ~~allow~~cash ~~timely~~assets ~~decisions~~of ~~regarding~~$ ~~required~~34,448 ~~disclosure~~as of March 31, 2009.

Currently our most significant asset is the promissory note issued by GCM Ltd, of which as of March 31, 2010, $95,599 in principal and $1,441 in interest was owing to the Company. GCM Ltd made three of the quarterly payments due under the note during our 2010 fiscal year (balthough certain payments were not timely) ~~Internal~~ ~~Control~~and ~~Over~~remitted ~~Financial~~payment ~~Reporting~~on May 11, 2010 (subsequent to our fiscal year end). Although we believe the remaining amounts due under this note will be collected, as discussed in the Risk Factors of this annual report all or a portion of the remaining unpaid portion of the note could become uncollectible.

~~Management of the Company is also responsible for establishing internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934.~~17

~~The~~As ~~Company’s~~noted ~~internal~~above, ~~controls~~during ~~over~~the ~~financial~~quarter ~~reporting~~ended ~~are~~September ~~intended~~30, to2009, beMr. ~~designed~~Brenman advanced the Company $40,000 to provide ~~reasonable~~the ~~assurance~~Company ~~regarding~~additional ~~the~~liquidity ~~reliability~~to ofpay ~~financial~~its ~~reporting~~obligations ~~and~~pursuant to the ~~preparation~~terms of ~~financial~~a ~~statements~~promissory ~~for~~note ~~external~~issued ~~purposes~~by inthe ~~accordance~~Company ~~with~~(the U“Note”).S. ~~generally~~The ~~accepted~~Note ~~accounting~~is ~~principles.~~a ~~The~~demand ~~Company’s~~note ~~internal~~and ~~controls~~accrues ~~over~~interest ~~financial~~at ~~reporting~~5%. ~~are~~Principal ~~expected~~and toaccrued ~~include~~interest ~~those~~is ~~policies~~due ~~and~~in ~~procedures~~full ~~that~~upon ~~management~~demand ~~believes~~by ~~are~~Mr. ~~necessary that:~~Brenman.

~~(i)~~Absent ~~pertain~~our toacquisition ~~the~~of ~~maintenance~~additional ofassets ~~records~~or ~~that~~funding, inas ~~reasonable~~installment ~~detail,~~payments ~~accurately~~are ~~and~~made ~~fairly~~under ~~reflect~~ the ~~transactions~~GCM ~~and~~Ltd ~~dispositions~~note, ofour ~~the~~total assets ofwill likely continue to decrease as we expect to use the ~~Company;~~funds to pay our on-going general obligations.

~~(ii)~~Our ~~provide~~largest ~~reasonable~~current ~~assurance~~liabilities ~~that transactions~~ are ~~recorded~~those asowed ~~necessary~~ to ~~permit~~our ~~preparation~~President, ofMr. ~~financial statements in accordance with generally accepted accounting principles~~Brenman, ~~and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and~~for:

17§ Unpaid accrued salary amounting to $241,750 at March 31, 2010. Effective March 31, 2008 Mr. Brenman orally agreed to suspend any further accrual of the salary due to him until we are adequately financed.

~~(iii)~~§ ~~provide~~$31,952 ~~reasonable~~at ~~assurance~~March ~~regarding~~31, ~~prevention~~2010 orfor ~~timely~~expenses ~~detection~~Mr. ofBrenman ~~unauthorized~~has ~~acquisition,~~incurred ~~use~~on orbehalf ~~disposition~~ of the Company’s ~~assets~~which ~~that~~have ~~could~~not ~~have~~been areimbursed ~~material~~to ~~effect~~him, onwhich ~~the~~obligation ~~financial~~does ~~statements~~not bear interest.

As§ ~~of March 31~~$40,000 ~~2009,~~that ~~management~~Mr. ~~assessed~~Brenman ~~the~~has ~~effectiveness~~advanced ofto the Company's ~~internal~~during ~~control over financial reporting (ICFR) based on~~ the ~~criteria~~quarter ~~for~~ended ~~effective~~September ~~ICFR~~30, ~~established~~2009 inwhich ~~Internal~~is ~~Control--Integrated~~represented ~~Framework issued~~ by ~~the~~a ~~Committee~~promissory ofnote ~~Sponsoring~~bearing ~~Organizations~~interest ofat ~~the~~5% ~~Treadway~~per ~~Commission~~annum, ~~(COSO)~~due ~~and~~on ~~SEC~~demand. ~~guidance~~As onof ~~conducting~~March ~~such~~31, ~~assessments~~2010, by$1,019 ~~smaller~~in ~~reporting~~interest ~~companies~~had ~~and~~accrued ~~non-accelerated~~on ~~filers~~this note.

~~Based~~With onMr. ~~that~~Brenman’s ~~assessment~~consent, ~~management~~the ~~concluded~~Company ~~that~~prioritizes payables owed to unrelated parties and, ~~during~~as additional cash is available pays amounts due to Mr. Brenman. Although the ~~period~~Company ~~covered~~has bya ~~this~~working ~~report~~capital deficit, ~~such~~management ~~internal~~believes ~~controls~~that ~~and~~as ~~procedures~~a ~~were~~result ~~not~~of ~~effective~~the asdeferrals and agreements of ~~March~~our 31President, ~~2009~~the ~~and~~Company ~~that~~will ~~material~~be ~~weaknesses~~able into ~~ICFR~~continue ~~existed~~to aspay ~~more~~its ~~fully~~obligations ~~described~~to ~~below~~third parties as they become due.

AsWe ~~defined~~have byhad ~~Auditing~~significant ~~Standard~~cash Noflow difficulties. 5,During ~~“An~~recent ~~Audit~~fiscal ofyears, ~~Internal~~we ~~Control~~paid ~~Over~~our ~~Financial~~operating ~~Reporting~~expenses ~~that~~with isfunds ~~Integrated~~raised ~~with~~from anthe ~~Audit~~issuance of ~~Financial~~common ~~Statements~~stock and ~~Related~~the ~~Independence~~sale ~~Rule~~of ~~and~~marketable ~~Conforming~~securities ~~Amendments,”~~we ~~established~~held as well as the funds provided by GCM Ltd as it pays down the ~~Public~~amount owed to the Company ~~Accounting~~at ~~Oversight~~the ~~Board~~rate ~~("PCAOB")~~of $25,000 aper ~~material~~quarter. ~~weakness~~We isno alonger ~~deficiency~~hold orany ~~combination~~marketable ofsecurities, ~~deficiencies~~and ~~that~~except ~~results~~for ~~more~~$17,300 ~~than~~raised ain ~~remote~~November ~~likelihood~~2009, ~~that~~we ahave ~~material~~not ~~misstatement~~raised funds through the issuance of ~~annual~~common orstock ~~interim~~since ~~financial~~March ~~statements~~2007. In ~~will~~April ~~not~~2009 be(and ~~prevented~~later oramended ~~detected.~~in InJune ~~connection~~2009) we entered into an agreement with an investor pursuant to which we anticipated receiving $2,700,000 in proceeds from the ~~assessment~~sale ~~described~~of ~~above~~our common stock. However, ~~management~~after ~~identified~~on-going discussions with the ~~following~~prospective ~~control~~investor ~~deficiencies~~the ~~that~~Company ~~represent~~did ~~material~~not ~~weaknesses~~receive asany offunds ~~March~~from 31that prospective investor and on October 22, 2009: affirmatively terminated the agreement with the prospective investor.

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

Currently, we expect to use funds due to us under the GCM Ltd promissory note to help pay our general corporate expenses through the end of calendar 2010, other than the amounts due to Mr. Brenman. If GCM Ltd is unable to pay its obligations under the note as they become due it will likely have a significant negative effect on our ability to pay our general expenses and obligations. However, the funds we anticipate receiving from GCM Ltd. will not be sufficient to permit us to execute upon the transactions contemplated by the Restated Agreement.

~~Our~~In ~~management~~March ~~determined~~2010 we entered into an agreement with a prospective investor that provides for the sale of 3,500,000 shares of Company common stock at $10 per share. If received the Company expects to use €25,000,000 (approximately $31,000,000 US) to further fund GSE but also retain a small portion of the funds for working capital purposes. Even if the investor fulfills its obligations and the Company is able to raise these ~~deficiencies~~funds ~~constituted~~(of ~~material~~which ~~weaknesses~~there can be no assurance) the Company will likely need to identify and execute upon an outside source of liquidity to fund its contemplated operations and activities. Given the current state of the financial markets, we cannot offer any assurance that we will be able to raise any additional funds if it should become necessary. We expect to pay our other obligations to our President at least in part from any private placement funding that we receive in the future, although any such payment intention will be fully disclosed at the time and will be based on the facts and circumstances then existing.

~~Due~~The toCompany adoes ~~lack of financial and personnel resources, we are~~ not ~~able~~have ~~to, and do not intend to, immediately take~~ any action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital ~~permit.~~obligations ~~Notwithstanding~~during the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in this Annual Report on Form 10-K for the fiscal ~~year ended March 31, 2009, fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects~~2011.

WeAs ~~are~~stated ~~committed~~above tounder ~~improving~~“Going ~~our~~Concern ~~financial~~Qualification” ~~organization.~~and Asin ~~part~~the ofRisk ~~this~~Factors, ~~commitment~~below, we ~~will,~~do ~~when~~not ~~funds~~believe ~~are~~that ~~available to~~ the ~~Company:~~working ~~(1)~~capital ~~appoint~~currently ~~one~~available oris ~~more~~sufficient ~~outside directors~~ to maintain our ~~board~~activities ofand ~~directors~~we ~~who~~will ~~shall~~remain bedependent ~~appointed~~on torelated ~~the~~party ~~audit~~financing. Although ~~committee~~we ofhave ~~the Company resulting in~~ a ~~fully~~commitment ~~functioning~~from ~~audit~~an ~~committee~~investor ~~who~~to ~~will~~provide ~~undertake~~us ~~the~~some ~~oversight~~working incapital, ~~the~~we ~~establishment~~cannot ~~and~~offer ~~monitoring~~any ofassurance ~~required~~that ~~internal~~such ~~controls~~financing ~~and~~will ~~procedures;~~be ~~(2)~~sufficient. There ~~create~~can abe ~~position~~no toassurance ~~segregate~~that ~~duties~~we ~~consistent with control objectives and~~ will ~~increase~~be ~~our~~able ~~personnel resources; and (3) hire independent third parties~~ to ~~perform~~raise ~~expert~~any ~~advice.~~additional Wecapital, ~~will~~or ~~continue~~that ~~to monitor and evaluate~~ the ~~effectiveness~~terms ~~of our internal controls and procedures and our internal control over financial reporting~~ on anwhich ~~ongoing~~we ~~basis~~can ~~and~~raise ~~are~~any ~~committed~~capital towill ~~taking~~be ~~further~~commercially ~~action and implementing additional enhancements or improvements, as necessary and as funds allow~~reasonable.

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

~~There~~The ~~were~~Company nois ~~changes~~not engaged in ~~our~~active ~~internal~~business ~~controls~~operations orat the present time. Although we have previously received proposals for business opportunities from third parties and we seek out business opportunities with others, we have not actively pursued any such business opportunity in ~~other~~more ~~factors~~than ~~that~~the ~~could~~past ~~significantly~~two ~~affect~~years ~~these~~except ~~internal~~for ~~controls~~the ~~subsequent~~business transactions with DMI described above and the contemplated acquisition of the Solar Panel Subsidiaries. If the Company is ultimately able to complete the ~~date~~acquisition of ~~their~~the ~~evaluation~~Solar Panel Subsidiaries, the Company initially intends to primarily focus its efforts on the continued development of GSE’s business plans and operations, although its ability to do so will be contingent on the Company (and/or GSE) having sufficient capital to further these efforts.

~~Item~~We 9Bneed a substantial amount of additional funding to be able to finalize and close the acquisition of the Solar Panel Subsidiaries. ~~Other~~Consequently, ~~Information~~we cannot offer any assurance that we will be able to obtain the funds necessary to complete the negotiations to acquire, or to complete the acquisition of, the Solar Panel Subsidiaries or if that investment opportunity is not completed, to invest in other business opportunities.

~~Not~~Off ~~applicable.~~Balance Sheet Arrangements

~~PART~~We ~~III~~have no off balance sheet arrangements and thus no disclosure is required. However, the Company currently has an obligation to pay rent to an affiliated party, Micro-Imaging Solutions, LLC, under an office lease at the rate of approximately $2,300 per month. Micro-Imaging Solutions leases the office space from an unaffiliated landlord, and Genesis Solar reimburses Micro-Imaging Solutions for Genesis Solar’s proportional share (based on square footage occupied).This obligation is not reflected on the Company’s balance sheet, although our rent expense is recognized on our Statement of Operations.

Item 107A. Quantitative ~~Directors,~~and ~~Executive~~Qualitative ~~Officers,~~Disclosures ~~and~~About ~~Corporate~~Market ~~Governance~~Risk.

~~Identification~~Not ~~of Directors and Executive Officers~~Applicable.

The directors of Cogenco are elected to hold office until the next annual meeting of shareholders and until their respective successors have been elected and qualified. Officers of Cogenco are elected by the Board of Directors and hold office until their successors are elected and qualified. At our annual meeting of shareholders held on March 30, 2009 both Messrs. Brenman and Melnick were reelected to our Board of Directors and it is expected each will serve until our next meeting of shareholders and until their successors have been elected and qualified. As described below, none of our existing directors are “independent” as that term is used in the U.S. securities laws.19

AsItem of8. Financial ~~June 15, 2009 the officer and directors of Cogenco are:~~Statements.

Name	Age	Position
David W. Brenman	53	Director, Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer since 1985
Robert A. Melnick	53	Director, since 2004

The following financial statements are filed as a part of this Form 10-K immediately following the signature page:

		Page No

	Report of Independent Registered Public
	Accounting Firm	F-1

	Balance Sheet - March 31, 2009 and 2010	F-2

	Statement of Operations - For the Years Ended March 31, 2009	F-3
	and 2010 and Cumulative Amounts from Inception of the
	Development Stage (October 1, 2008)
	through March 31, 2010

	Statement of Stockholders’ Equity (Deficit)	F-4
	For the years ended March 31, 2009 and 2010
	and from Inception of the Development
	Stage (October 1, 2008) through March 31, 2010

	Statement of Cash Flows - For the Years
	Ended March 31, 2009 and 2010 and
	Cumulative Amounts from Inception of
	the Development Stage (October 1, 2008) through
	March 31, 2010	F-5

	Notes to Financial Statements
	March 31, 2009 and 2010	F-6

~~David~~Item W9. Changes ~~Brenman, since 1988 has been engaged as an independent financial consultant, and beginning~~ in ~~September 2005 Mr. Brenman became an employee of Cogenco. From 1984 until the present Mr. Brenman has served as President~~ and ~~Director~~Disagreements ~~of Cogenco and also serves as Treasurer and Secretary of Cogenco. From 1979 until 1984, Mr. Brenman was an associate~~ with ~~the~~Accountants ~~law~~on ~~firm~~Accounting ~~of Brenman Raskin & Friedlob, P.C. of Denver, Colorado, where he specialized in the fields of taxation~~ and ~~securities~~Financial ~~law~~Disclosure. From 1987 to 1988, Mr. Brenman was a Vice President of Lloyds International Corporation, the merchant banking subsidiary of Lloyds Bank Plc. From 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 received a B.A. degree from the University of Washington in accounting, a J.D. degree from the University of Denver, College of Law, and an L.L.M. in taxation from New York University. Mr. Brenman is also currently engaged in business through Micro-Imaging Solutions, LLC.

~~Robert~~Since ~~A. Melnick~~inception, ~~David~~the ~~Brenman’s~~Company ~~brother-in-law,~~ has ~~been~~not ~~engaged~~filed ina ~~the~~Current ~~field~~Report ofon ~~automotive~~Form ~~finance~~8-K ~~since~~reporting ~~1995.~~a ~~Mr.~~change Melnick served in the capacity as Finance Director for Chesrown Automotive, which was acquired by AutoNation in 1997. Mr. Melnick continued to serve in that capacity for AutoNation until January 2004. From January through August 2004, Mr. Melnick was an independent consultant in the financial services area of ~~the automotive industry. Since August~~accountants, ~~2004,~~nor ~~Mr. Melnick~~ has ~~served~~there asbeen ~~Business~~any ~~Manager~~material ~~for~~disagreement ~~Prestige~~with ~~Imports,~~its ~~Inc.,~~accountants ~~Lakewood,~~on ~~Colorado.~~any ~~Mr.~~matter ~~Melnick~~regarding ~~received~~accounting ~~his~~or ~~B.A.~~financial ~~from Drake University and M~~disclosure.~~S. from Carnegie-Mellon University.~~

~~Significant~~Item ~~Employees~~9A(T). Controls and Procedures.

~~Other~~(a) Evaluation ~~than~~of ~~Mr.~~Disclosure ~~David~~Controls ~~Brenman,~~and ~~we have no significant employees at the present time~~Procedures.

~~Family~~As ~~Relationships~~required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered in this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our principal executive officer (who also serves as our principal financial officer), who concluded, that because of the material weaknessin our internal control over financial reporting described below that, our disclosure controls and procedures were not effective as of March 31, 2010. A material weakness is a deficiency or a combination of deficiencies in internal controls over financial reporting such that there is not a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

~~Mr.~~Disclosure ~~Brenman~~controls and ~~Mr.~~procedures ~~Melnick~~are controls and other procedures that are ~~brothers-~~designed to ensure that information required to be disclosed in~~-law~~ 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.

~~Involvement in Certain Legal Proceedings.~~20

~~During~~(b) Internal ~~the~~Control ~~past~~Over ~~five~~Financial ~~years, no director, executive officer, promoter or control person has:~~Reporting.

~~(1) Had~~Management ~~any~~of ~~bankruptcy~~the ~~petition~~Company ~~filed~~is byalso orresponsible ~~against~~for ~~any~~establishing ~~business~~internal ofcontrol ~~which~~over ~~such~~financial ~~person~~reporting ~~was~~as adefined ~~general~~in ~~partner~~Rules or13a-15(f) ~~executive~~and ~~officer~~15(d)-15(f) ~~either~~under at the ~~time~~Securities ofExchange ~~the~~Act ~~bankruptcy~~of ~~or within two years prior to that date;~~1934.

~~(2) Been~~The ~~convicted~~Company’s ininternal acontrols ~~criminal~~over ~~proceeding~~financial orreporting ~~been~~are ~~subject~~intended to abe ~~pending~~designed ~~criminal~~to ~~proceeding~~provide ~~(excluding~~reasonable ~~traffic~~assurance ~~violations~~regarding the reliability of financial reporting and ~~other~~the ~~minor~~preparation ~~offenses);~~of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal controls over financial reporting are expected to include those policies and procedures that management believes are necessary that:

(3i) ~~Been~~pertain ~~subject~~ to ~~any~~the ~~order,~~maintenance ~~judgment, or decree, not subsequently reversed, suspended or vacated,~~ of ~~any~~records ~~court of competent jurisdiction~~that, ~~permanently~~in orreasonable ~~temporarily enjoining~~detail, ~~barring,~~accurately ~~suspending~~and orfairly ~~otherwise~~reflect ~~limiting~~the ~~his~~transactions ~~involvement~~and indispositions ~~any type~~ of ~~business,~~the ~~securities~~assets orof ~~banking~~the ~~activities~~Company; or

(4ii) ~~Been~~provide ~~found~~reasonable byassurance athat ~~court~~transactions ofare ~~competent~~recorded ~~jurisdiction~~as ~~(in~~necessary ato ~~civil~~permit ~~action),~~preparation ~~the~~of ~~Commission~~financial orstatements ~~the~~in ~~Commodity~~accordance ~~Futures~~with ~~Trading~~generally ~~Commission~~accepted toaccounting ~~have~~principles, ~~violated~~and athat ~~federal~~receipts orand ~~state~~expenditures ~~securities~~of orthe ~~commodities~~Company ~~law,~~are ~~where~~being ~~the~~made ~~judgment~~only ~~has~~in ~~not~~accordance ~~been~~with ~~reversed,~~authorizations ~~suspended,~~of ormanagement ~~vacated.~~and directors of the Company; and

No(iii)provide ~~Audit~~reasonable ~~Committee~~assurance regarding prevention or ~~Audit~~timely ~~Committee~~detection ~~Financial~~of ~~Expert~~unauthorized acquisition, use or ~~Compensation~~disposition ~~Committee~~of the Company’s assets that could have a material effect on the financial statements.

~~Our~~As ~~board~~ of ~~directors~~March ~~has~~31, ~~not~~2010, ~~appointed~~management aassessed ~~separately~~the ~~designated~~effectiveness ~~standing~~of ~~audit~~the ~~committee~~Company's ininternal ~~accordance~~control ~~with~~over ~~section~~financial 3reporting (aICFR)~~(58)(A)~~ ofbased on the ~~Exchange~~criteria ~~Act.~~for ~~Instead,~~effective ICFR established in Internal Control--Integrated Framework issued by the ~~entire~~Committee ~~board~~of ~~acts~~Sponsoring asOrganizations of the ~~Company’s~~Treadway ~~audit~~Commission ~~committee.~~(COSO) ~~The~~and ~~board~~SEC ~~does~~guidance ~~not~~on ~~have~~conducting ansuch ~~audit~~assessments ~~committee~~by ~~financial~~smaller ~~expert~~reporting companies and non-accelerated filers.

20Based on that assessment, management concluded that, during the period covered by this report, such internal controls and procedures were not effective as of March 31, 2010 and that material weaknesses in ICFR existed as more fully described below.

WeAs dodefined ~~not~~by ~~have~~Auditing aStandard ~~compensation~~No. ~~committee~~5, ~~due~~“An toAudit ~~the~~of ~~limited~~Internal ~~number~~Control ofOver ~~persons~~Financial ~~employed~~Reporting bythat ~~us.~~is ~~Rather,~~Integrated ~~the~~with ~~full~~an ~~board~~Audit of ~~directors~~Financial ~~participates~~Statements inand ~~deliberations~~Related ~~concerning~~Independence ~~executive~~Rule ~~compensation~~ and ~~establishes~~Conforming ~~the~~Amendments,” ~~compensation~~established ~~and~~by ~~benefit~~the ~~plans~~Public ~~and~~Company ~~programs~~Accounting ofOversight ~~the~~Board ~~Company.~~("PCAOB"), ~~The~~a ~~board~~material ofweakness ~~directors~~is ~~does~~a ~~not~~deficiency ~~utilize~~or acombination ~~compensation~~of ~~committee~~deficiencies ~~charter~~in ~~when~~internal ~~performing~~control ~~the~~over ~~functions~~financial ofreporting such ~~committee.~~that ~~Mr.~~there ~~Brenman~~ is ~~our~~a ~~only~~reasonable ~~employee~~possibility ~~(although~~that wea ~~have~~material ~~not~~misstatement ~~paid~~of ~~his~~annual ~~salary~~or ~~since~~interim ~~August~~financial ~~2006)~~statements ~~and~~will henot isbe ~~also~~prevented aor ~~member~~detected. ofIn connection with the ~~board.~~assessment ~~Mr.~~described ~~Brenman~~above, ~~did~~management ~~not~~identified ~~participate~~the infollowing ~~any~~control ~~deliberations~~deficiencies ofthat ~~the~~represent ~~board~~material ~~concerning~~weaknesses ~~his~~as ~~own~~of ~~compensation.~~March 31, 2010:

~~Material~~(1) ~~Changes~~Lack of an independent audit committee or audit committee financial expert, and no independent directors. We have never had an audit committee. We have not identified an audit committee financial expert on our board of directors, and at the present time we do not have any independent directors. These factors are counter to ~~Nomination~~corporate ~~Procedures~~governance practices as defined by the various stock exchanges and may lead to less supervision over management.

Cogenco does not have a separately designated nominating committee. We do not have a nominating committee because our board does not believe that such a committee is necessary given our small size, we are not actively involved in business operations, and the infrequency at which we have held shareholders meetings. Our March 30, 2009 shareholders meeting was the first shareholders meeting we have held in more than ten years. Instead, when a board vacancy occurs, the remaining board members participate in deliberations concerning director nominees.21

~~For~~(2) ~~the~~Inadequate ~~same~~staffing ~~reasons~~and ~~stated~~supervision ~~immediately~~within ~~above,~~our ~~the~~bookkeeping ~~board~~operations. ofWe ~~directors~~have ~~has~~only ~~not~~a ~~adopted~~single aemployee ~~formal~~involved ~~procedure~~in bybookkeeping ~~which~~functions, ~~security~~and ~~holders~~we ~~may~~utilize ~~recommend~~independent ~~nominees~~consultants on a part-time basis to ~~the~~supplement ~~board~~our accounting staff. The relatively small number of ~~directors~~people who are responsible for bookkeeping functions prevents us from segregating duties within our internal control system. ~~However,~~The ~~any~~inadequate ~~shareholder~~segregation ~~desiring~~of toduties ~~nominate~~is a ~~person~~weakness because it could lead to the ~~Board~~untimely identification and resolution of ~~Directors~~accounting and disclosure matters or ~~communicate~~could ~~directly~~lead ~~with~~to ~~any~~a ~~officer~~failure orto ~~director~~perform oftimely ~~Cogenco~~and ~~may~~effective ~~address~~reviews ~~correspondence~~which tomay ~~that~~result ~~person~~in ata ~~our~~failure ~~offices~~to detect errors in ~~Greenwood~~spreadsheets, ~~Village~~calculations, ~~Colorado~~or assumptions used to compile the financial statements and related disclosures as filed with the Securities and Exchange Commission.

~~Section 16~~(a3) ~~Beneficial~~Outsourcing ~~Reporting~~of ~~Compliance~~significant portions of the accounting operations of our Company. Because we currently have only a single employee, we outsource a portion of the accounting functions of our Company to an independent accounting firm. The employees of this accounting firm are managed by supervisors within the accounting firm, and are not answerable to the Company's management. This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the accounting firm.

~~Section 16~~(a4) ofInsufficient ~~the~~installation ~~Securities Exchange Act~~ of ~~1934~~information ~~(the~~technology ~~“1934~~to ~~Act”)~~assist ~~requires~~in ~~all~~our ~~directors,~~accounting ~~executive~~functions. ~~officers~~Because ~~and persons who own more than 10%~~ of a ~~registered~~lack ~~class~~ of ~~securities,~~working tocapital ~~file with the SEC initial reports of ownership~~ and ~~reports of changes in ownership of Common Stock and other equity securities of Cogenco. Officers~~personnel, ~~directors~~we ~~and~~have ~~greater~~been ~~than~~unable ~~ten percent shareholders are required by SEC regulation~~ to ~~furnish~~upgrade ~~us with copies of all Section 16(a) forms they file. Since~~ our ~~common~~information ~~stock~~technology issoftware ~~not registered pursuant to Section 12 of the Securities Exchange Act of 1934, our directors, executive officers,~~ and ~~significant~~hardware ~~shareholders are not subject~~ to ~~the~~assist ~~Section~~in 16providing ~~filing~~effective ~~obligations~~controls.

NoOur ~~Code~~management ofdetermined ~~Ethics~~that these deficiencies constituted material weaknesses.

WeDue ~~have~~to ~~not adopted~~ a ~~code~~lack of ~~ethics~~financial orand apersonnel ~~code~~resources, ofwe ~~conduct~~are ~~that~~not ~~applies~~able to, ~~its~~and ~~principal~~do ~~executive~~not ~~officer~~intend to, ~~principal~~immediately ~~financial~~take ~~officer,~~any ~~principal~~action ~~accounting~~to ~~officer~~remediate these material weaknesses. We will not be able to do so until, ~~controller~~if ever, orwe toacquire ~~persons~~sufficient ~~performing~~financing ~~similar~~and ~~functions.~~staff to do so. We ~~have~~will ~~not~~implement ~~done~~further socontrols ~~because~~as ~~its~~circumstances, ~~board~~cash offlow, ~~directors~~and ~~believes~~working capital permit. Notwithstanding the assessment that ~~its~~our ~~nominal~~ICFR ~~activities~~was not effective and ~~nominal~~that ~~financial~~there ~~resources~~were domaterial ~~not~~weaknesses ~~merit~~as ~~the~~identified ~~expense~~in ofthis ~~preparing~~report, ~~adopting~~we ~~and~~believe ~~administering~~that aour ~~code~~financial ofstatements ~~ethics.~~contained ~~The~~in ~~board~~this ofAnnual ~~directors~~Report ~~intends~~on toForm ~~adopt~~10-K afor ~~code~~the offiscal ~~ethics~~year orended aMarch ~~code~~31, 2010, fairly present our financial position, results of ~~conduct~~operations ~~when~~and ~~circumstances~~cash ~~warrant~~flows for the years covered thereby in all material respects.

~~Item~~We 11are committed to improving our financial organization. ~~Executive~~As ~~Compensation~~part of this commitment, we will (when funds are available to the Company) likely: (1) appoint one or more outside directors to our Board of Directors and form an independent audit committee of the Board of Directors who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and will increase our personnel resources; and (3) hire independent third parties to perform expert advice. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

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

~~Summary.~~There ~~Since~~were weno ~~only~~changes ~~have~~in aour ~~single~~internal ~~employee~~controls ~~and we have not issued any options~~ or ~~other derivative securities, our compensation structure is not complicated. If we are successful~~ in ~~indentifying~~other afactors ~~business opportunity, we may need to hire additional employees. In such a case, we believe~~ that ~~the~~could ~~ability~~significantly toaffect ~~attract~~these ~~and~~internal ~~retain~~controls ~~qualified~~subsequent ~~executive officers and other key employees will be essential~~ to ~~our~~the ~~long~~date ~~term success. As described above, we have not paid any salary to Mr. Brenman since August 31, 2006, and as~~ of ~~March~~their ~~31, 2008, the obligation to pay his salary ceased accruing~~evaluation.

2122

~~Named~~Item ~~Executive Officers~~9B. Other ~~As discussed above, we only have one named executive officer, Mr~~Information. ~~David Brenman. Mr. Brenman has served as our President, Secretary and Treasurer since 1985.~~

~~Elements~~On ofJune ~~our Executive Compensation Program. Currently~~25, 2010 the ~~only~~Company ~~element~~signed ofand ~~our~~delivered ~~executive~~to ~~compensation~~Vital ~~program~~Source, isS.A. ~~the~~an ~~base~~amendment ~~salary owed~~ to ~~Mr.~~the ~~David~~Share ~~Brenman.~~Purchase ~~Because~~Agreement weoriginally ~~have~~entered nointo ~~revenues~~on ~~from~~March ~~operations~~27, we2010. As doa ~~not~~result ~~provide~~of ~~any~~the ~~annual~~amendment ~~bonus~~the ~~opportunity~~parties ~~and~~agreed ~~equity~~that ~~compensation~~the ~~components,~~prospective ~~and~~investor weis ~~provide~~obligated noto ~~other~~purchase ~~employee benefits~~3,500,000 ~~such~~shares asof ~~retirement~~the ~~plans~~Company’s orcommon ~~medical~~stock ~~benefits.~~at ~~The~~$10 ~~members~~per ofshare ~~the~~by ~~board~~no ~~serve~~later asthan ~~the~~September ~~Company’s~~30, ~~compensation~~2010 ~~committee~~(which ~~and~~is ~~participate~~an inextension ~~deliberations~~of ~~concerning~~the ~~executive~~June ~~compensation~~30, ~~and~~2010, ~~(at a later~~ date ifin ~~our~~the ~~revenues~~original ~~substantially increase~~agreement). The ~~will~~material ~~establish~~terms of the ~~compensation~~Share ~~and~~Purchase ~~benefit~~Agreement ~~plans~~were ~~and~~described ~~programs~~in ofa ~~the~~Current ~~Company.~~Report ~~Mr.~~on ~~David~~Form ~~Brenman~~8-K ~~did~~dated ~~not~~March ~~participate~~27, in2010 ~~any~~and ~~deliberations~~filed ofwith the ~~board~~Securities ~~concerning~~and ~~his~~Exchange ~~own~~Commission ~~compensation.~~on ~~These~~April ~~deliberations~~1, ~~were~~2010 ~~conducted~~and by(except ~~Mr.~~for ~~David~~the ~~Brenman’s~~date) ~~father~~were ~~and~~not ~~brother-in-law,~~amended ~~who~~by ~~previously~~the ~~served~~recent onamendment ~~our~~entered ~~Board~~into ofby ~~Directors~~the parties.

InPART general, the base salary for Mr. Brenman was determined by evaluating his responsibilities, experience and the competitive marketplace. More specifically, we considered the following factors in determining Mr. Brenman’s base salary and will also consider these factors if the Company is in a position to hire additional employees:III

1	.	the executive’s leadership and operational performance and potential to enhance long-term
		value to the Company’s shareholders;
2	.	performance compared to the financial, operational and strategic goals established for the
		Company;
3	.	the nature, scope and level of the executive’s responsibilities;
4	.	competitive market compensation paid by other companies for similar positions, experience
		and performance levels; and
5	.	the executive’s current salary (if applicable), the appropriate balance between incentives for
		long-term and short-term performance.

Item 10. Directors, Executive Officers, and Corporate Governance

~~Due~~Identification ~~to our lack~~ of ~~revenue~~Directors ~~it is unlikely that Mr. David Brenman will receive a salary adjustment until we have adopted a successful business plan~~ and ~~generated~~Executive ~~significant revenues~~Officers. As noted above, because of inadequate working capital, it is unlikely that we will pay Mr. David Brenman his accrued salary until Cogenco determines that is has adequate funds available from which to pay Mr. Brenman.

~~Retirement~~The Company’s directors are elected to hold office until the next annual meeting of shareholders and ~~Deferred~~until ~~Compensation~~their ~~Benefits.~~respective Wesuccessors dohave ~~not~~been ~~presently~~elected ~~provide~~and Mrqualified. Company ~~David~~executive ~~Brenman~~officers ~~with~~are aappointed ~~defined~~by ~~benefit~~the ~~pension~~Board ~~plan~~of orDirectors and hold office until their successors are elected and qualified. No arrangement exists between any ~~supplemental~~of our executive ~~retirement~~officers ~~plans,~~and ~~nor~~directors dopursuant weto ~~provide~~which Mrany one of those persons was elected or appointed to such office or position. As ~~Brenman~~described ~~with~~below, ~~retiree~~none ~~health~~of ~~benefits~~our existing directors are “independent” as that term is used in the U.S. securities laws.

~~Perquisites.~~As Weof doJune ~~not~~18, ~~provide~~2010 ~~any~~the ~~perquisites~~officer toand ~~Mr.~~directors ~~Brenman.~~of the Company are:

Post-Termination/ Change Of Control Compensation. We have 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 except as described below for the employment agreement with David Brenman.


Name	Age	Position

David W. Brenman	54	Director, President, Chief Financial Officer, Secretary and Treasurer since 1985

Robert A. Melnick	54	Director, since 2004

22 David W. Brenman, since 1988 has been engaged as an independent financial consultant, and beginning in September 2005 Mr. Brenman became a Company employee. From 1984 until the present Mr. Brenman has served as President and Director of the Company and also serves as the Company’s Treasurer and Secretary. 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. From 1987 to 1988, Mr. Brenman was a Vice President of Lloyds International Corporation, the merchant banking subsidiary of Lloyds Bank Plc. From 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 received a B.A. degree from the University of Washington in accounting, a J.D. degree from the University of Denver, College of Law, and an L.L.M. in taxation from New York University. Mr. Brenman is also currently engaged in business through Micro-Imaging Solutions, LLC.

~~Tax~~Robert ~~Implications of Executive Compensation~~A. ~~Our~~Melnick, ~~aggregate~~David ~~deduction for Mr.~~ Brenman’s ~~compensation~~brother-in-law, ishas ~~potentially~~been ~~limited~~engaged byin ~~Section~~the ~~162(m)~~field of ~~the~~automotive ~~Internal~~finance ~~Revenue~~since ~~Code~~1995. Mr. toMelnick ~~the~~served ~~extent~~in the ~~aggregate~~capacity ~~amount~~as ~~paid~~Finance toDirector ~~him~~for ~~exceeds~~Chesrown ~~$1.0 million~~Automotive, ~~unless~~which itwas isacquired ~~paid~~by ~~under~~AutoNation ~~a predetermined objective performance plan meeting certain requirements, or satisfies one of various other exceptions specified~~ in ~~the Internal Revenue Code~~1997. At Mr. ~~Brenman’s~~Melnick ~~2009~~continued ~~compensation~~to ~~levels,~~serve ~~and~~in ~~considering~~ that wecapacity ~~have~~for ~~not~~AutoNation ~~paid~~until ~~him~~January ~~any~~2004. ~~compensation~~From ~~since~~January through August ~~2006~~2004, ~~(except for $2,000 paid to~~ Mr. ~~Brenman~~Melnick ~~during~~was ~~the~~an ~~quarter~~independent ~~ended~~consultant ~~June~~in ~~30,~~the ~~2007~~financial toservices ~~keep~~area ~~our~~of ~~payroll~~the ~~service~~automotive ~~active)~~industry. Since weAugust, ~~did~~2004, ~~not~~Mr. ~~believe~~Melnick ~~that~~has ~~Section~~served ~~162(m)~~as ofBusiness ~~the~~Manager ~~Internal~~for ~~Revenue~~Prestige ~~Code~~Imports, ~~would~~Inc., ~~be applicable~~Lakewood, ~~and~~Colorado. ~~accordingly,~~Mr. weMelnick ~~did~~received ~~not~~his ~~consider~~B.A. ~~its~~from ~~impact~~Drake inUniversity ~~determining~~and ~~compensation~~M.S. ~~levels~~from ~~for~~Carnegie-Mellon MrUniversity. ~~Brenman.~~

Employment Agreement with our Named Executive Officer. In November 2004, we entered into an employment contract with David Brenman which became effective on or about September 30, 2005. The employment agreement was approved by our board of directors, on November 16, 2004, which at that time included David Brenman’s father in addition to his brother-in-law. The material terms of David Brenman’s employment agreement are as follows:23

~~Annual~~Significant ~~salary of $150,000;~~ Employees.

~~Employment~~Other ~~for~~than aMr. 5David ~~year~~Brenman, ~~term;~~ we have no significant employees at the present time.

~~The~~Family ~~employee is subject to confidentiality/non-competition/protection of trade secrets/non- solicitation provisions;~~ Relationships.

~~The~~Mr. ~~employment~~Brenman ~~agreement~~and ~~provides~~Mr. ~~for~~Melnick ~~premature~~are ~~termination~~ brothers-in ~~certain circumstances;~~ -law.

~~Mr.~~Board ~~Brenman has certain rights in the event~~ of aDirectors ~~change~~– of control of Cogenco including a two year extension of his employment term and a requirement that his full salary (through the term of the agreement) be paid to him within 30 days of such change of controlComposition. ~~Change of control can also constitute a basis on which the employee can terminate the agreement prematurely; and~~

~~The~~Our ~~employment~~Board ~~agreement~~of ~~did~~Directors seeks to ensure that it is composed of members whose particular experience, qualifications, attributes, and skills, when taken together, will allow the Board of Directors to satisfy its oversight obligations effectively. Currently, the Company does not ~~prohibit~~have ~~David~~a ~~Brenman~~separate ~~from~~nominating ~~receiving~~committee ~~compensation~~as ~~from~~it ~~MJM~~does ~~Asset~~not ~~Management~~believe that given the small size of the Company ~~Establishment~~and its limited resources and personnel that such a committee is warranted. Currently the Board of Directors as a whole is in charge of identifying and appointing appropriate persons to add to the Board of Directors when necessary. In identifying Board candidates it is the Board’s goal to identify persons whom it believes have appropriate expertise and experience to contribute to the oversight of a company of the Company’s nature while also reviewing other appropriate factors. The Company believes that each of the persons that currently comprise its Board of Directors have the experience, qualifications and attributes and skills taken as a whole to enable the Board of Directors to satisfy its oversight responsibilities effectively. If the Company is able to ultimately complete the acquisition of the Solar Panel Subsidiaries it will likely consider expanding the Board of Directors and may at that time appoint additional directors with skills and backgrounds that the Company believes would further the Company’s proposed operations through the Solar Panel Subsidiaries.

WeInvolvement paid Mr. Brenman his salary as due under this employment agreement through August 15, 2006, but have been unable to make payments required under his employment agreement since August 31, 2006. However, during the quarter ended June 30, 2007 we paid Mr. Brenman $2,000 in ~~salary~~Certain toLegal ~~prevent our payroll service company from discontinuing their services due to lack of use~~Proceedings. We anticipate that we will continue to be unable to make any payments under this employment agreement for the foreseeable future. Mr. Brenman agreed to defer the compensation due to him under his employment agreement (without interest) until such time as the Company has adequate resources to be able to make such payments. However, effective March 31, 2008 the Company and Mr. David Brenman agreed to suspend the accrual of Mr. Brenman’s unpaid salary.

~~SUMMARY~~During OFthe ~~COMPENSATION~~past ten years, no present director or executive officer of the Company has been the subject matter of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K including: (a) 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 time; (b) any criminal convictions; (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud; or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.

~~Disclosure~~No ofAudit Committee or Audit Committee Financial Expert or Compensation Committee

AsOur ~~previously~~Board ~~discussed,~~of ~~our~~Directors ~~only~~has ~~employee~~not isappointed ~~David~~a ~~Brenman.~~separately ~~Under~~designated ~~his~~standing ~~employment~~audit ~~agreement,~~committee ~~Mr.~~in ~~Brenman~~accordance iswith ~~entitled~~section to3(a)(58)(A) ~~an annual salary~~ of ~~$150,000;~~the ~~however,~~Exchange ~~due to cash shortages~~Act. Instead, ~~except for a $2,000 payment made during~~ the ~~quarter~~entire ~~ended~~Board ~~June~~acts ~~30,~~as ~~2007, we have not paid his salary since August 2006. Except for~~ the ~~$2,000~~Company’s ~~payment~~audit ~~made to Mr~~committee. The ~~Brenman~~Board ~~during~~does ~~the quarter ended June 30, 2007, we did~~ not ~~pay~~have ~~Mr.~~an ~~Brenman~~audit ~~any~~committee ~~compensation~~financial ~~during fiscal 2008~~expert. ~~Further, during fiscal 2009 we did not pay Mr. Brenman any compensation.~~

~~Until~~We ~~his~~do ~~resignation~~not ashave a ~~director~~compensation oncommittee ~~November~~due ~~25,~~to ~~2007,~~the welimited ~~had~~number ~~agreed~~of topersons ~~pay~~employed ~~Albert~~by ~~Brenman~~us. Rather, athe ~~retainer~~full Board of ~~$500~~Directors ~~per~~participates ~~month~~in ~~($6,000~~deliberations ~~per~~concerning ~~year)~~executive ~~for~~compensation ~~supervising~~and ~~our~~establishes ~~accounting~~the compensation and ~~legal~~benefit ~~matters.~~plans ~~Due~~and toprograms ~~cash~~of ~~shortages,~~the weCompany. The ~~accrued~~Board ~~without~~of ~~paying~~Directors ~~his~~does ~~retainer~~not ~~from~~utilize ~~August~~a ~~2006~~compensation ~~through~~committee ~~Mr.~~charter ~~Albert~~when ~~Brenman’s~~performing ~~resignation~~the infunctions ~~November~~of ~~2007,~~such Wecommittee. Mr. ~~paid~~Brenman ~~him~~is ~~$5,000~~our ~~against~~only ~~the~~employee ~~amount~~(although ~~owed~~we tohave ~~him~~not inpaid ~~December~~his ~~2008~~salary ~~and~~since ~~the~~August ~~balance ($4,000~~2006) inand ~~January~~he ~~2009.~~is ~~Other~~also ~~than~~a asmember ~~described~~of ~~above,~~the weBoard. Mr. ~~have~~Brenman did not ~~paid~~participate ~~compensation~~in to any ~~officer~~deliberations orof ~~director for services rendered during~~ the ~~last~~board ~~two~~concerning ~~fiscal~~his ~~years~~own compensation.

~~Outstanding Equity Awards at Fiscal Year-End~~24

~~There~~Material ~~are~~Changes noto ~~outstanding~~Nomination ~~equity awards, including stock option or bonus plans.~~Procedures

23The Company does not have a separately designated nominating committee. We do not have a nominating committee because our board does not believe that such a committee is necessary given our small size, we have not been actively involved in business operations for several years, and the infrequency at which we have held shareholder meetings. Except for a shareholders meeting held on March 30, 2009 we have not held a shareholders meeting in more than ten years. Instead, when a board vacancy occurs, the remaining board members participate in deliberations concerning director nominees.

~~Director~~For ~~Compensation~~the same reasons stated immediately above, the Board of Directors has not adopted a formal procedure by which security holders may recommend nominees to the Board of Directors. However, any shareholder desiring to nominate a person to the Board of Directors or communicate directly with any officer or director of the Company may address correspondence to that person at our offices in Denver, Colorado.

WeSection do16(a) ~~not~~Beneficial ~~pay~~Reporting our directors for their services in that capacity. We do reimburse our officers and directors for out-of-pocket expenses incurred by them in connection with our business. Currently, we do not pay any directors fees for attendance at board meetings.Compliance

WeSection ~~have~~16(a) noof 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 ownership and reports of changes in ownership of Common Stock and other ~~arrangements~~equity ~~pursuant~~securities of Genesis Solar. Officers, directors and greater than ten percent shareholders are required by SEC regulation to ~~which~~furnish ~~any~~us with copies of all Section 16(a) forms they file. Since our ~~directors~~common ~~was~~stock ~~compensated~~is ~~during~~not registered pursuant to Section 12 of the ~~fiscal~~Securities ~~year~~Exchange ~~ended~~Act ~~March~~of 311934, ~~2009~~our ~~for~~directors, ~~services~~executive asofficers, aand ~~director~~significant shareholders are not subject to the Section 16 filing obligations.

~~Item~~No ~~12.~~Code ~~Security Ownership~~ of ~~Certain Beneficial Owners and Management and Related Stockholder Matters.~~Ethics

~~Security~~We ~~Ownership~~have not adopted a code of ~~Certain~~ethics ~~Beneficial~~or ~~Owners~~a code of conduct that applies to its principal executive officer, principal financial officer, principal accounting officer, controller, or to persons performing similar functions. We have not done so because its board of directors believes that its nominal activities and ~~Management~~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.

~~The~~Item following table sets forth information as of June 15, 2009, as to the beneficial ownership of shares of our only outstanding class of securities, our common stock, by each person who, to our knowledge at that date, was a beneficial owner of 5% or more of the outstanding shares of our common stock, by each person who is an officer and/or director, and by all of our officers and directors as a group11. Executive ~~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~~Compensation. ~~No such broker or individual is believed to hold greater than 5% of our common stock. The percent of class is based on 1,233,000 shares outstanding as of June 15, 2009.~~

Name and Address of Beneficial	Amount of Beneficial Ownership	Percent of
Owner	(ownership is direct unless otherwise	Class
	noted)
Genesis Capital Management Limited
Trust House, 112 Brodie Street,
Kingstown, Saint Vincent and the	1,049,592	85%
Grenadines. (1, 2, 3)
Officers and directors as a group (two
persons)(3)	0	0%

Compensation Discussion and Analysis

~~(1) Of~~Summary. Since ~~these~~we ~~shares,~~only ~~851,867~~have ~~shares~~a ofsingle ~~common~~employee ~~stock~~and ~~are~~we ~~owned~~have innot ~~the~~issued ~~name~~any ofoptions ~~Genesis~~or ~~Investment~~other ~~Funds~~derivative ~~Limited~~securities, ~~and~~our ~~197,725~~compensation ~~are~~structure ~~managed~~is ~~under~~not ~~the~~complicated. If ~~control~~we ofare ~~Genesis~~successful ~~Investment~~in ~~Funds Limited. 220~~indentifying,~~000~~ ofand ~~these~~then ~~shares~~executing ~~are~~upon, ~~subject~~a tobusiness anopportunity ~~agreement~~(including bythe ~~Genesis~~acquisition toof ~~return~~the ~~them~~Solar toPanel ~~David~~Subsidiaries), ~~Brenman~~we ~~with~~may aneed ~~commitment~~ to ~~return~~hire ~~those~~additional ~~shares to Mr~~employees. In ~~Brenman~~such ina ~~the~~case, ~~event~~we ~~Cogenco~~believe ~~completes~~that athe ~~successful~~ability ~~business~~to ~~combination.~~attract ~~This~~and ~~does~~retain ~~not~~qualified ~~include~~executive ~~1,423,256~~officers ~~shares~~and ~~that~~other ~~GIF~~key ~~(on~~employees ~~behalf~~will ofbe ~~GBF)~~essential ~~returned~~ to ~~Cogenco~~our inlong ~~March~~term ~~2008~~success. We ~~and~~have ~~which~~not ~~were~~paid ~~subsequently~~any ~~cancelled~~salary asto ~~described~~Mr. inBrenman ~~Note~~since ~~(2)~~August 31, ~~below.~~2006, ~~The~~and ~~shares~~as of ~~Cogenco~~March ~~common~~31, ~~stock~~2008, ~~owned~~the ~~directly~~obligation orto ~~indirectly~~pay byhis ~~GCM~~salary ~~Ltd~~ceased ~~were primarily acquired in various transactions with Cogenco and its affiliates~~accruing.

~~(a) Genesis~~Compensation ~~Investment~~Linked ~~Funds~~to isAttainment ~~controlled~~of byPerformance ~~GCM~~Goals. Currently, ~~Ltd~~the compensation of our only employee, Mr. ~~GCM~~David ~~Ltd~~Brenman, is ~~controlled~~not bylinked ~~Herald~~to ~~A.M.A.~~performance ~~Janssen~~based ~~and~~goals; ~~Peter~~rather H.his ~~Jacobs~~compensation is a fixed annual salary as set forth in his employment agreement. However, under Mr. ~~Janssen~~Brenman’s ~~and~~employment ~~Mr.~~agreement, ~~Jacobs~~he ~~co-founded~~may ~~Genesis~~receive ~~Investment~~supplemental ~~Funds~~or ~~Limited~~incentive ~~and~~compensation ~~GCM~~based ~~Ltd,~~on ~~and~~the ~~appointed~~criteria ~~GCM~~the ~~Ltd~~board asdeems appropriate consistent with the ~~investment~~Company’s ~~advisor~~strategic plan. Except for ~~Genesis~~$2,000 ~~Investment~~paid ~~Funds~~to ~~Limited~~Mr. ~~Pursuant~~Brenman during the quarter ended June 30, 2007 to akeep ~~discretionary~~our ~~investment~~payroll ~~management~~service ~~agreement~~active, ~~GCM~~due ~~Ltd~~to ~~has~~cash ~~discretionary~~shortages, ~~investment~~we ~~and~~have ~~voting~~been ~~control~~unable ~~over~~to ~~the~~pay ~~assets~~this ofsalary ~~Genesis~~as ~~Investment~~due ~~Funds~~since ~~Limited,~~August ~~including~~2006. If ~~the~~we ~~shares~~are in a position to hire additional employees at a later date (of ~~Cogenco~~which ~~common~~we ~~stock~~can ~~that~~grant ~~Genesis~~no ~~Investment~~assurances) ~~Funds~~we ~~Limited~~may ~~owns~~consider oradopting ~~controls~~a ~~directly~~formal ~~and~~compensation ~~indirectly~~plan linked to performance based goals in order to attract qualified employees.

(b) Genesis Investment Funds Limited is also controlled by Peter H. Jacobs, a licensed European property manager who holds a degree in engineering from the Technical Institute, Heerlen, Netherlands. He is a certified appraiser by the court in the Netherlands. Mr. Jacobs has been working as an asset manager in Europe since the 1980's and has from time to time worked with Mr. Janssen and MJM Asset Management. Mr. Jacobs co-founded Genesis Investment Funds Limited with Mr. Janssen. Mr. Jacob's address is Stelzagass 17, 9487 Gamprin, Liechtenstein.25

24Named Executive Officers. As discussed above, we only have one named executive officer, Mr. David Brenman. Mr. Brenman has served as our President, Secretary and Treasurer since 1985.

~~(c) As~~Elements aof ~~result~~our ofExecutive ~~their~~Compensation ~~control~~Program. Currently, the only element of ~~Genesis~~our ~~Investment~~executive ~~Funds~~compensation ~~Limited,~~program is the base salary owed to Mr. ~~Jacobs~~David ~~and~~Brenman. In ~~Janssen~~part ~~control~~because ~~the~~we ~~right~~have tono ~~vote~~revenues from operations, we do not provide any annual bonus opportunity and toequity ~~dispose~~compensation components, and we provide no other employee benefits, such as retirement plans or medical benefits. The members of ~~85%~~the Board of ~~Cogenco~~Directors as a whole serve as the Company’s ~~common~~Compensation ~~stock.~~Committee ~~Pursuant~~and toparticipate ~~Rule~~in ~~13d-3~~deliberations ~~promulgated~~concerning ~~under~~executive ~~the~~compensation ~~Securities~~and ~~Exchange~~(at ~~Act~~a oflater ~~1934~~date ~~each~~if ofour ~~Genesis~~financial ~~Investment~~resources ~~Funds~~substantially ~~Limited,~~increase) ~~GCM~~will ~~Ltd,~~establish ~~Mr.~~the ~~Janssen~~compensation and benefit plans and programs of the Company. Mr. ~~Jacobs~~David ~~may~~Brenman bedid ~~deemed~~not ~~the~~participate ~~beneficial~~in ~~owner~~any deliberations of the ~~shares~~Board concerning the terms of ~~Cogenco~~his ~~common~~own ~~stock~~compensation. These ~~held~~deliberations were conducted by ~~Genesis~~Mr. ~~Investment~~David ~~Funds~~Brenman’s father (who previously served on our Board of Directors) and~~/or~~ ~~GCM~~Mr. ~~Ltd~~Melnick (Mr. Brenman’s brother-in-law).

~~(2)~~ In ~~March~~general, ~~2008~~the asbase ~~part~~salary offor ~~Cogenco’s~~Mr. ~~divestiture~~Brenman ofwas ~~its~~determined ~~entire~~by ~~equity~~evaluating ~~interest~~his ~~in DMI~~responsibilities, ~~Genesis~~experience ~~Biotechnology~~and ~~Fund~~the ~~Limited~~competitive marketplace. More specifically, awe ~~sub-fund~~considered ofthe ~~Genesis~~following ~~Investment~~factors ~~Funds~~in ~~Limited,~~determining ~~surrendered~~Mr. ~~1,423,256~~Brenman’s ~~shares~~base ofsalary ~~Cogenco~~and ~~common~~will ~~stock~~also itconsider ~~then~~these ~~held.~~factors if the Company is in a position to hire additional employees:

(3) As described above, on November 25, 2007 David W. Brenman, Robert A. Melnick and Albert Brenman, sold all of their Company shares in consideration for a promissory notes issued by Janssen B.V. (an entity owned by Mrs. Corry Janssen, mother of Herald A.M.A. Janssen and an affiliate of GCM Ltd) to each of Messrs. David Brenman, Melnick, and Albert Brenman. In addition, as described above in note (1~~), GCM Ltd has a contingent obligation to return 220,000 shares to David Brenman~~. ~~These~~the ~~shares are not included in Mr. David Brenman~~Company’s ~~beneficial~~financial ~~ownership because there can be no assurance that the conditions that would require a return of the shares to him will ever be satisfied.~~resources;

~~Changes~~2. inthe ~~Control.~~executive’s leadership and operational performance and potential to enhance long-term value to the Company’s shareholders;

Management is not aware of any arrangements which may result in a change of control of Cogenco other than the ownership of approximately 85% of our outstanding common stock held directly and indirectly by GCM Ltd as described above3. ~~GCM~~performance ~~Ltd~~compared ~~could, in its discretion, call a meeting of the shareholders of Cogenco and vote its shares~~ to ~~replace all directors and take over control of Cogenco. GCM Ltd has not advised Cogenco that it has any current plans to do so. Because Cogenco’s common stock is not registered under~~ the ~~Securities Exchange Act of 1934~~financial, ~~GCM~~operational ~~Ltd~~and ~~does~~strategic ~~not~~goals ~~have~~established ~~any~~for ~~reporting obligations under Sections 13(d) or 16(a) of~~ the ~~Securities Exchange Act.~~Company;

~~Securities~~4. ~~Authorized~~the ~~for~~nature, ~~Issuance~~scope ~~under~~and ~~Equity~~level ~~Compensation~~of ~~Plans~~the executive’s responsibilities;

At5. ~~the~~competitive ~~present~~market ~~time,~~compensation wepaid ~~have~~by noother ~~securities~~companies ~~authorized~~ for ~~issuance~~similar ~~under~~positions, ~~any~~experience ~~equity~~and ~~compensation~~performance ~~plan.~~levels; and

~~Item 13~~6. ~~Certain~~the ~~Relationships~~executive’s current salary (if applicable), the appropriate balance between incentives for long-term and ~~Related~~short-term ~~Transactions~~performance.

~~Transactions~~Due to our lack of revenue and liquidity shortages it is unlikely that Mr. David Brenman will receive a salary adjustment until we have adopted a successful business plan, successfully completed a business transaction, and/or generated significant revenues. As noted above, because of inadequate working capital, it is unlikely that we will pay Mr. David Brenman his accrued salary until the Company determines that it has adequate funds available from which to pay Mr. Brenman. If we are ultimately successful in acquiring the Solar Panel Subsidiaries, and assuming the Company has raised capital, the Company likely will consider resuming making payments to Mr. Brenman in accordance with ~~Related~~this ~~Persons~~employment agreement or a separate compensation arrangement.

Retirement and Deferred Compensation ~~Arrangements~~Benefits. We do not presently provide Mr. David Brenman with a defined benefit pension plan or any supplemental executive retirement plans, nor do we provide Mr. Brenman with retiree health benefits.

InPerquisites. We ~~November~~do ~~2004,~~not ~~our~~provide ~~board~~any ofperquisites ~~directors~~to ~~approved an employment agreement with our president, David W~~Mr. Brenman. ~~That employment agreement became effective on or about September 30, 2005, and contains the terms and conditions described above.~~

~~Because~~Post-Termination/ ofChange ~~working~~Of ~~capital~~Control ~~shortages, Mr~~Compensation. We ~~David~~have ~~Brenman~~no ~~has~~compensation ~~from~~plan ~~time-to-time~~or ~~advanced~~arrangement ~~funds~~with ~~and~~respect ~~incurred~~to ~~expenses~~any ~~for~~executive ~~the~~officer ~~benefit~~which ofplan ~~Cogenco.~~or ~~Cogenco~~arrangement ~~repays~~results ~~these~~or ~~amounts~~will ~~without~~result ~~interest,~~from ~~when~~the itresignation, ~~has~~retirement ~~sufficient~~or ~~funds~~any ~~available.~~other Attermination ~~March~~of ~~31,~~such ~~2009~~individual’s ~~Cogenco~~employment ~~owed~~except ~~Mr.~~as ~~Brenman~~described ~~$5,082~~below for ~~unreimbursed~~the ~~travel~~employment ~~and~~agreement ~~other~~with ~~expenses~~David ~~incurred on behalf of Cogenco~~Brenman.

~~In addition, as described in the following paragraphs, we have entered into transactions which have resulted in compensation being paid to David Brenman:~~26

25Tax Implications of Executive Compensation. Our aggregate deduction for Mr. Brenman’s compensation is potentially limited by Section 162(m) of the Internal Revenue Code to the extent the aggregate amount paid to him exceeds $1.0 million, unless it is paid under a predetermined objective performance plan meeting certain requirements, or satisfies one of various other exceptions specified in the Internal Revenue Code. At Mr. Brenman’s 2010 compensation levels, and considering that we have not paid him any compensation since August 2006, (except for $2,000 paid to Mr. Brenman during the quarter ended June 30, 2007 to keep our payroll service active) we did not believe that Section 162(m) of the Internal Revenue Code would be applicable, and accordingly, we did not consider its impact in determining compensation levels for Mr. Brenman.

OnEmployment ~~May~~Agreement ~~13,~~with ~~2005,~~our weNamed ~~raised~~Executive ~~$2,000,000,~~Officer. In onNovember ~~September 15 and 20~~2004, ~~2005,~~ we ~~raised~~entered ainto ~~total~~an ofemployment ~~$1,700,000,~~contract ~~and~~with ~~again~~David onBrenman ~~October~~which ~~27,~~became ~~2006,~~effective weon ~~raised~~or aabout ~~total~~September ~~of $25~~30,~~000,~~ ~~from~~2005. The ~~offshore~~employment ~~private~~agreement ~~placements~~was ~~using~~approved aby ~~Liechtenstein-based~~our ~~asset~~Board ~~manager~~of Directors, ~~MJM~~on ~~Asset~~November ~~Management~~16, ~~Company Establishment (“MJM”)~~2004, ~~as a finder~~ which ~~have~~at ~~resulted~~that intime ~~compensation~~included ~~paid by MJM to~~ David W. Brenman,’s ~~our~~father ~~president. Until January 1, 2007, Herald A.M.A. Janssen controlled MJM, a company he founded~~ in ~~1997.~~addition ~~As described above, Genesis Investment Funds Limited, (which is related~~ to ~~our~~his ~~significant shareholder), is controlled by GCM Ltd, a company that is also partially controlled by Herald A~~brother-in-law.~~M.A.~~ The ~~Janssen.~~material ~~Cogenco~~terms ~~paid~~of ~~MJM~~David ~~a finders~~Brenman’s ~~fee~~employment ofagreement ~~7½%~~are ofas ~~the $3,900,000 in funds raised by MJM Asset Management for Cogenco.~~ follows:

In· ~~prior~~Annual ~~transactions,~~salary ~~MJM paid one-third~~ of the finder’s fee to David W. Brenman, president of Cogenco, in accordance with an oral agreement between them. At the time the disinterested directors of Cogenco approved the arrangements with MJM, they understood that MJM has an obligation to pay one-third of the finder’s fee to David W. Brenman, president of Cogenco, in accordance with an oral agreement between them. As a result of those finder’s fee agreements, we paid approximately $~~292~~150,~~500 to MJM from the funds raised to date. After Mr. Janssen’s sale of MJM, Mr. Brenman is not entitled to receive any further compensation fromMJM’s direct or indirect investments in Cogenco.~~000;

~~Transactions~~· ~~with~~Employment ~~Genesis~~for ~~Capital~~an ~~Management~~initial ~~Ltd~~five year term, and ~~Related~~then ~~Entities~~automatically continuing for additional one year terms unless either party provides written notice of its intent to terminate the agreement;

~~Pursuant~~· toThe aemployee ~~discretionary~~is ~~investment~~subject management agreement, GCM Ltd has discretionary investment and voting control over the assets of Genesis Investment Funds Ltd. (“GIF Ltd”), including the shares of Cogenco common stock that GIF Ltd owns or controls directly and indirectly. During our fiscal year 2007 certain investors with interests in Cogenco transferred their shares to ~~GIF~~confidentiality/non-competition/protection ~~Ltd for management purposes, including our president David Brenman who transferred 220,000 shares~~ of ~~common~~trade ~~stock~~secrets/non-solicitation that he owned to GCM Ltd (with a commitment by GCM Ltd to return those shares to Mr. Brenman in the event of a successful conclusion to the transaction contemplated with DMI Biosciences or other appropriate business combination), on October 27, 2006, GIF Ltd purchased an additional 2,500 shares of our common stock in a private offering, and finally in March 2007 GIF Ltd purchased 75,000 additional shares of common stock. As a result of these transactions, GCM Ltd directly or indirectly owns or controls approximately 85% of the outstanding shares of Cogenco common stock.provisions;

On· ~~March~~The 7,employment ~~2008~~agreement weprovides ~~entered~~for ~~into~~premature ~~two~~termination ~~separate stock purchase agreements with: (i) Genesis Biotechnology Fund (“GBF”); and (ii) GCM Ltd. GBF is a sub-fund of Genesis Investment Funds Ltd. As described~~ in ~~Item~~certain 1, above, through these two stock purchase agreements we divested our entire interest in DMI which consisted of 1,673,256 shares. As a result of these transactions GCM Ltd currently directly or indirectly controls approximately 85% of our outstanding common stock. Notwithstanding the significant ownership that GCM Ltd has in Cogenco, and although the directors of Cogenco have a small minority ownership interest in GBF, GCM Ltd did not initiate the March 7, 2008 transaction, nor did GCM Ltd attempt to influence the board’s decision. In connection with GCM Ltd’s purchase of the DMI stock from Cogenco, Cogenco also transferred Cogenco’s right to purchase additional shares of DMI common stock to GCM Ltd. Cogenco did not have sufficient capital available to exploit that opportunity.circumstances;

On· ~~March~~Mr. 6,Brenman ~~2007~~has wecertain ~~entered~~rights ~~into~~in ~~a Share Purchase Agreement (~~the ~~“Genesis~~event ~~Agreement”)~~of ~~with~~a ~~GIF~~change ~~Ltd.,~~of ~~Trust~~control ~~House,~~of ~~112~~the ~~Bonadie~~Company ~~Street,~~including ~~Kingstown, Saint Vincent which was then~~ a ~~related~~two ~~party.~~year ~~The~~extension ~~Genesis~~of ~~Agreement~~his ~~was~~employment ~~subsequently~~term ~~amended.~~and ~~Pursuant~~a torequirement that ~~agreement,~~his wefull ~~sold~~salary ~~Genesis~~(through ~~Investments~~the ~~75,000~~term ~~shares~~ of ~~our~~the ~~common~~agreement) ~~stock~~be atpaid ~~$10~~to ~~per~~him ~~share,~~within ~~and~~30 ondays ~~March~~of ~~22,~~such ~~2007,~~change weof ~~received~~control. ~~$150,000~~Change ~~and~~of ~~400,000~~control ~~shares~~can ofalso ~~Helix~~constitute ~~Biopharma~~a ~~Corporation.~~basis ~~Subsequently~~on wewhich ~~sold~~ the ~~Helix~~employee ~~shares~~can ~~into~~terminate the ~~market~~agreement ~~for~~prematurely; ~~approximately $600,000.~~and

26· The employment agreement did not prohibit David Brenman from receiving compensation from MJM Asset Management Company Establishment.

On We ~~April~~paid ~~28,~~Mr. ~~2009,~~Brenman ashis ~~amended~~salary ~~twice~~as indue ~~June~~under ~~2009,~~this ~~Cogenco~~employment ~~entered~~agreement ~~into~~through aAugust ~~Share~~15, ~~Purchase~~2006, ~~Agreement~~but ~~(the~~have ~~“SPA”)~~been ~~with~~unable ato ~~single~~make ~~European~~payments ~~investor~~required tounder ~~invest~~his ~~not~~employment ~~less~~agreement ~~than~~since ~~$250~~August 31,~~000~~ ~~by June 30~~2006. However, ~~2009~~during ~~and~~ the ~~balance~~quarter ofended ~~the~~June ~~anticipated~~30, ~~$2.7~~2007 ~~million~~we ~~investment~~paid byMr. ~~not~~Brenman ~~later than July 31~~$2,000 ~~2009,~~in ~~all~~salary asto ~~described~~prevent inour ~~more~~payroll ~~detail~~service ~~above.~~company Iffrom ~~received,~~discontinuing ~~Cogenco~~their ~~currently~~services ~~plans~~due to ~~use~~lack ~~the proceeds~~ of ~~the~~use. We ~~offering~~anticipate ~~for~~that ~~general~~we ~~and~~will ~~administrative~~continue ~~purposes,~~ to ~~pay~~be aunable ~~fee~~ to ~~GCM~~make AGany ~~for~~payments ~~introducing~~under ~~the~~this ~~investor,~~employment ~~and~~agreement tofor ~~lend~~ the ~~balance~~foreseeable offuture. Mr. ~~the~~Brenman ~~proceeds~~agreed ~~from the offering~~ to ~~GCM~~defer ~~Ltd. GCM Ltd will use~~ the ~~funds~~compensation indue ~~part~~ to ~~repay~~him ~~the~~under ~~approximately~~his ~~$185,900~~employment ofagreement ~~indebtedness~~(without ~~owed~~interest) byuntil ~~GCM~~such ~~Ltd~~time toas ~~Cogenco pursuant to~~ the ~~terms~~Company ofhas aadequate ~~Promissory~~resources ~~Note~~to ~~dated March 7, 2008. It should~~ be ~~noted~~able ~~that~~to ~~(as~~make ~~described~~such ~~above)~~payments. However, ~~GCM~~effective ~~Ltd~~March ~~owes $25~~31,~~000~~ ~~per~~2008 ~~quarter on~~ the ~~promissory~~Company ~~note,~~ and ~~has~~Mr. ~~been~~David ~~late~~Brenman inagreed ~~making~~to ~~certain~~suspend of the ~~payments~~accrual onof ~~the note~~Mr. ~~Cogenco~~Brenman’s ~~has~~unpaid ~~not yet imposed the 5% late fee or the 21% default interest against GCM Ltd, its principal shareholder~~salary.

AsSUMMARY ~~described~~OF above, in June 2009 Cogenco loaned an additional €250,000 (approximately $346,000) to GCM Ltd on terms similar to the prior note but payable with interest in June 2010. The purpose of the loan was to provide a limited amount of financing for the Solar Panel Subsidiaries pending the availability of more substantial financing that is necessary for the completion of their business plan (which financing may not be available on commercially reasonable terms, if at all.COMPENSATION

~~Stock~~Disclosure ~~Issuance. The Board~~ of ~~Directors has approved stock issuances to related parties as described above. Because of the significant stock ownership of the purchasers, these transactions were not negotiated at arms’-length.~~Compensation

~~Approval~~As ofpreviously ~~Outside~~discussed, ~~Business~~our ~~Activities~~only employee is David Brenman. Under ~~The~~his ~~board~~employment ofagreement, ~~directors~~Mr. byBrenman ~~resolution~~is ~~dated~~entitled ~~May~~to 5an annual salary of $150,000; ~~2005~~however, ~~agreed~~due to ~~permit~~cash ~~Mr.~~shortages, ~~David~~except ~~Brenman~~for toa ~~pursue~~$2,000 apayment ~~business~~made ~~opportunity~~during ~~with~~the ~~respect~~quarter toended ~~CMOS~~June ~~imaging~~30, ~~devices~~2007, ~~that~~we ~~are~~have ~~being~~not ~~developed~~paid byhis ~~Micro-Imaging~~salary ~~Solutions,~~since ~~LLC~~August ~~(“MIS”)~~2006. Except ~~MIS~~for isthe ~~involved~~$2,000 inpayment made to Mr. Brenman during the ~~research~~quarter ended June 30, 2007, we did not pay Mr. Brenman any compensation during fiscal 2008. Further, during 2009 and ~~development~~fiscal of2010 ~~small~~we ~~scale~~did ~~high~~not ~~resolution~~pay ~~medical~~Mr. ~~devices~~Brenman any compensation. Mr. ~~The~~Brenman ~~Board~~agreed ofto ~~Directors~~suspend ~~determined~~without ~~that~~interest the ~~business~~accrual ~~opportunity~~of ~~with~~his ~~MIS~~salary iseffective ~~not~~as aof ~~corporate~~March ~~opportunity~~31, 2008. As of ~~Cogenco~~March 31, ~~and~~2008 ~~that~~the ~~David~~total ~~Brenman~~accrued isamount ~~entitled~~owed to ~~pursue~~Mr. ~~such~~Brenman ~~opportunity~~was ~~outside~~$241,750, and as of ~~his~~March ~~employment~~31, ~~responsibilities~~2010 ~~with~~and ~~Cogenco~~subsequently, ~~provided~~this ~~that~~continues ~~such~~to ~~activities~~be dothe ~~not~~amount ~~unreasonably~~owed. The ~~interfere~~Company’s ~~with~~Board ~~his~~of ~~employment~~Directors ~~activities~~may ~~with~~later ~~Cogenco~~agree orto ~~compromise~~recommence ~~any~~accruing ~~trade~~or ~~secrets~~paying orMr. ~~confidential~~Brenman’s orsalary ~~non-public~~at ~~information~~a ~~relating~~future totime ~~Cogenco~~if deemed appropriate.

Office Lease with Related Party. In October 2005, Cogenco entered into an office lease with an unaffiliated party for approximately 3,210 square feet at the rate of $5,350 per month over its term of 38 months. Commencing April 1, 2006, Cogenco has subleased a portion of the space (approximately 1,605 square feet) to another company (Micro-Imaging Solutions, LLC or “MIS”) for $2,675 per month (Cogenco’s cost). MIS was responsible for its pro-rata share of other expenses incurred under the lease. The lease expired in December 2008, and commencing January 2009, MIS leased the office suite from the unaffiliated party and subleased it to Cogenco by which Cogenco must pay one-half the rent. An affiliate of David Brenman has a significant equity interest in MIS. The lease and sublease were originally approved by the remaining members of the Cogenco board of directors, including Mr. David Brenman’s father and his brother-in-law.27

~~(b) Parents~~Outstanding Equity Awards at Fiscal Year-End

~~Not~~There ~~applicable~~are no outstanding equity awards, including stock option or bonus plans.

~~(c) Promoters~~Director ~~and Control Persons~~Compensation

~~Not~~We ~~applicable~~do not pay our directors for their services in that capacity. We do reimburse our officers and directors for out-of-pocket expenses incurred by them in connection with our business. Currently, we do not pay any directors fees for attendance at board meetings.

~~(d) Director~~We ~~Independence~~have no other arrangements pursuant to which any of our directors was compensated during the fiscal year ended March 31, 2010 for services as a director.

~~None~~Item of12. Security ~~the~~Ownership ~~members~~ of ~~the~~Certain ~~Company’s~~Beneficial ~~board~~Owners ~~are~~and ~~"independent"~~Management ~~as defined by Section 803A of the NYSE Amex Company guide. The board considers all relevant facts~~ and ~~circumstances~~Related Stockholder ~~in its determination of independence of all members of the board (including any relationships set forth in~~Matters.

27Security Ownership of Company Officers and Directors

~~this~~As ~~Form~~of ~~10-K~~June ~~under~~18, ~~the~~2010 ~~heading~~there ~~"Certain~~were ~~Related~~17,109,093 shares ~~Person~~of ~~Transactions")~~the Company’s common stock outstanding. Of Asthese ~~disclosed~~shares ~~above~~14,146,093 ~~the~~are ~~entire~~issued ~~board~~in ~~performs~~ the ~~role~~name of ~~the~~GEI, ~~audit~~Plc ~~committee~~pursuant ~~and~~to the ~~compensation~~Restated ~~committee~~Agreement but are being held by a third party escrow agent; ~~therefore~~unless and until these are released from escrow to GEI Plc, ~~none~~GEI ofPlc does not have any economic or voting rights in these shares and Mr. Brenman has been granted voting control over these shares. The following table sets forth the ~~persons~~beneficial ~~performing~~ownership of the ~~functions~~Company’s common stock as of ~~those~~June ~~committees~~18, ~~are~~2010 ~~independent~~by each director and each executive officer of the Company and by all directors and executive officers as a group.

Item 14. Principal Accountant Fees and Services.

Name and Address of Beneficial Owner	Position(s)	Amount and Nature of Beneficial Ownership (1)	Percent of Common Stock

David Brenman c/o Genesis Solar Corporation 4600 S. Ulster St., #800 Denver, CO 80237	CEO, CFO, President, and Chairman	14,646,094 (2)	85.6%

Robert Melnick c/o Genesis Solar Corporation 4600 S. Ulster St., #800 Denver, CO 80237	Director	50,000	**

All current directors and executive officers as a group (two persons)		14,696,094	85.8%

~~(a) Audit~~** ~~Fees~~Equals less than 1%.

~~Our~~(1) Calculated ~~principal accountant, Causey, Demgen & Moore, Inc., billed us aggregate fees~~ in ~~the~~accordance ~~amount~~with ofrule ~~approximately~~13d-3 ~~$13,300~~under ~~for~~ the ~~fiscal~~Securities ~~year~~Exchange ~~ended~~Act ~~March 31, 2008 and $14,300 for the fiscal year ended March 31, 2009. 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 Form 10-Q, and other services typically provided by an accountant in connection with statutory and regulatory filings or engagements for those fiscal years1934.

(b2) ~~Audit-Related~~ ~~Fees~~Consists of: (i) 14,146,093 shares issued in the name of GEI Plc but currently held in escrow, Mr. Brenman has the right to vote these shares until they are either released from escrow or returned to the Company for cancellation; and (ii) 500,000 shares of common stock purchased in a private placement transaction that closed in November 2009; Absent the 14,146,093 shares of common stock being considered “outstanding” while they are held in escrow, Mr. Brenman would hold approximately 24% of our common stock.

Causey, Demgen & Moore, Inc. billed us aggregate fees in the amount of $-0- for the fiscal year ended March 31, 2008 and $-0- for the fiscal year ended March 31, 2009, for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements.28

~~(c) Tax~~Security ~~Fees~~Ownership of Certain Beneficial Owners

~~Causey,~~The ~~Demgen~~following &table ~~Moore,~~sets ~~Inc.~~forth ~~billed~~information usas ~~aggregate~~of ~~fees~~June in18, 2010, as to the ~~amount~~beneficial ownership of $1shares of our only outstanding class of securities,~~127~~ ~~for~~our ~~the~~common ~~fiscal~~stock, ~~year~~by ~~ended~~each ~~March~~person 31who, ~~2008~~to ~~and~~our ~~approximately~~knowledge $4at that date,~~196~~ ~~for~~was a beneficial owner of 5% or more of the ~~fiscal~~outstanding ~~year~~shares ~~ended~~of ~~March~~our 31common stock, ~~2009~~by each person who is an officer and/or director, and by all of our officers and directors 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 ~~tax~~various ~~compliance,~~brokers ~~tax~~and ~~advice~~individuals. No such broker or individual is believed to hold greater than 5% of our common stock. The percent of class is based on 17,109,093 ~~and~~shares ~~tax~~of ~~planning~~our common stock being outstanding as of June 18, 2010.

(d) All Other Fees

Name and Address of Beneficial Owner	Amount of Beneficial Ownership (ownership is direct unless otherwise noted)	Percent of Class
Genesis Capital Management Limited Trust House, 112 Brodie Street, Kingstown, Saint Vincent and the Grenadines. (1, 2, 3, 4)	2,031,867	11.8%

~~Causey~~(1) Of these shares, ~~Demgen~~150,000 &were ~~Moore~~issued to Genesis Capital Management Limited (“GCM Ltd”) in November 2009 and 851,867 ~~Inc.~~shares ~~billed~~of uscommon ~~aggregate~~stock ~~fees~~are owned in the ~~amount~~name of ~~$-0-~~Genesis ~~for~~Investment Funds Limited (“GIF”). Additionally, this includes: (i) 500,000 shares held by Mr. Janssen’s spouse, as described below Mr. Janssen is a control person of GIF; (ii) 50,000 shares are held by the ~~fiscal~~Chairman ~~years~~of ~~ended~~the ~~March~~Board 31of GEI (an affiliate of GCM Ltd.); (iii) 265,000 ~~2009~~shares are held by the managing director of GEI (an affiliate of GCM Ltd.); (iv) 165,000 shares are held by a director of GEI (an affiliate of GCM Ltd); and (v) 50,000 shares are held by another director of GEI (an affiliate of GCM Ltd). 220,000 of these shares are subject to an agreement by GCM Ltd. to return those shares to Mr. Brenman in the event the Company completes a successful business combination. This does not include 1,423,256 shares that GIF (on behalf of GBF) returned to the Company in March 2008 and which were subsequently cancelled as described in Note (2), ~~for~~below. ~~other~~This ~~fees~~also does not include 14,146,093 shares of Company common stock issued in the name of GEI Plc (an affiliate of GCM Ltd) that are currently held in escrow and over which GEI Plc does not yet have any voting or economic rights. The shares of Company common stock owned directly or indirectly by GCM Ltd were primarily acquired in various transactions with the Company and its affiliates.

(ea) ~~Audit~~ ~~Committee’s~~Genesis ~~Pre~~Investment Funds is controlled by GCM Ltd. GCM Ltd is controlled by Herald A.M.A. Janssen and Peter H. Jacobs. Mr. Janssen and Mr. Jacobs co-~~Approval~~founded ~~Practice~~Genesis Investment Funds Limited and GCM Ltd, and appointed GCM Ltd as the investment advisor for Genesis Investment Funds Limited. Pursuant to a discretionary investment management agreement, GCM Ltd has discretionary investment and voting control over the assets of Genesis Investment Funds Limited, including the shares of Company common stock that Genesis Investment Funds Limited owns or controls directly and indirectly.

~~Section 10A~~(ib) ofGenesis ~~the~~Investment ~~Securities~~Funds ~~Exchange~~Limited ~~Act~~is ofalso ~~1934~~controlled ~~prohibits~~by ~~our~~Peter ~~auditors~~H. ~~from~~Jacobs, ~~performing~~a ~~audit~~licensed ~~services~~European ~~for~~property usmanager aswho ~~well~~holds asa ~~any~~degree ~~services~~in ~~not~~engineering ~~considered~~from tothe beTechnical ~~“audit~~Institute, ~~services”~~Heerlen, ~~unless~~Netherlands. ~~such~~He ~~services~~is ~~are~~a ~~pre-approved~~certified appraiser by the ~~audit~~court ~~committee~~in of the ~~Board~~Netherlands. ofMr. ~~Directors~~Jacobs ~~(or~~has ~~the~~been ~~Board~~working ~~of Directors~~ as aan ~~whole~~asset ifmanager ~~there~~in isEurope nosince ~~audit~~the ~~committee~~1980’s ~~appointed),~~and orhas ~~unless~~from ~~the~~time-to-time ~~services~~worked ~~meet~~with ~~certain de minimis standards~~Mr. ~~Since~~Janssen ~~Cogenco~~and ~~has~~MJM noAsset ~~audit~~Management. ~~committee,~~Mr. ~~the~~Jacobs ~~Board of Directors pre~~co-~~approved~~founded ~~the~~Genesis ~~audit~~Investment ~~services~~Funds ~~and~~Limited ~~tax~~with ~~services~~Mr. ~~that~~Janssen. ~~Causey, Demgen & Moore, Inc~~Mr. ~~performed~~Jacob’s ~~for~~address ~~Cogenco~~is ~~during~~Stelzagass ~~the fiscal years ended March 31~~17, ~~2008~~9487 ~~and 2009~~Gamprin, ~~and has pre-approved that firm’s continuation of those services~~Liechtenstein.

~~The percentage of the fees for audit, audit-related, tax and other services were as set forth in the following table:~~29

	Percentage of total fees paid to Causey, Demgen & Moore, Inc.
	Fiscal Year 2008	Fiscal Year 2009
Audit fees	92%	77%
Audit-related fees	0%	0%
Tax fees	8%	23%
All other fees	0%	0%

(c)

As a result of their control of Genesis Investment Funds Limited, Mr. Jacobs and Janssen control the right to vote and to dispose of greater than 5% of the Company’s outstanding common stock. Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934 each of Genesis Investment Funds Limited, GCM Ltd, Mr. Janssen and Mr. Jacobs may be deemed the beneficial owner of the shares of Company common stock held by Genesis Investment Funds and/or GCM Ltd.

28(2) In March 2008 as part of the Company’s divestiture of its entire equity interest in DMI, Genesis Biotechnology Fund Limited, a sub-fund of Genesis Investment Funds Limited, surrendered 1,423,256 shares of Company common stock it then held.

~~PART~~(3) IVOn November 25, 2007 David W. Brenman, Robert A. Melnick and Albert Brenman, sold all of their Company shares they then held in consideration for a promissory note issued by Janssen B.V. (an entity owned by Mrs. Corry Janssen, mother of Herald A.M.A. Janssen and an affiliate of GCM Ltd) to each of Messrs. David Brenman, Melnick, and Albert Brenman. In addition, as described above in note (1), GCM Ltd has a contingent obligation to return 220,000 shares to David Brenman. These shares are not included in Mr. David Brenman’s beneficial ownership because there can be no assurance that the conditions that would require a return of the shares to him will ever be satisfied.

~~Item~~(4) ~~15.~~The ~~Exhibits~~stated ~~and~~ownership ~~Financial~~does ~~Statement~~not ~~Schedules~~include 14,146,093 shares issued into escrow in connection with the transaction described above with respect to GEI Plc over which neither GEI Plc, GCM Ltd nor any of their affiliates have any voting or economic rights until, if ever, the shares are released from the escrow.

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

Number		Description
3.1		Amended and Restated Articles of Incorporation, incorporated by reference from the Form 8-K
		dated March 30, 2009, filed April 2, 2009.
3.2		Bylaws, incorporated by reference from the Annual Report on Form 10-KSB for the five fiscal
		years ended March 31, 1992.
10.1		Employment Agreement with David W. Brenman, incorporated by reference from the Form
		10-KSB for the year ended March 31, 2006, filed June 29, 2006.
10.2		Securities Purchase Agreement with Genesis Biotechnology Fund, incorporated by reference
		from Form 8-K dated March 7, 2008, filed March 12, 2008.
10.3		Securities Purchase Agreement with Genesis Capital Management Limited, incorporated by
		reference from Form 8-K dated March 7, 2008, filed March 12, 2008.
10.4		Promissory Note dated March 7, 2008, incorporated by reference from Form 8-K dated March
		7, 2008, filed March 12, 2008.
10.5		Amended and Restated Share Purchase Agreement dated June 15, 2009, incorporated by
		reference from Form 8-K dated June 15, 2009, filed June 19, 2009.
31	*	Certification pursuant to Rule 13a-14(a).
32	*	Certification pursuant to 18 U.S.C. §1350.
*		Filed herewith.

Management is not aware of any arrangements which may result in a change of control of the Company. However, throughout our recent fiscal years GCM Ltd has directly and indirectly owned or controlled greater than 50% of the Company’s common stock, and the Company expects that GCM Ltd may again own or control greater than 50% of the Company’s common stock during our 2011 fiscal year. In the event that the proposed transactions with Vital Source S.A. and GEI Plc are successfully concluded, of which no assurance can be made, then GCM Ltd and Vital Source S.A., collectively may own or control greater than 50% of the Company’s common stock during our 2011 fiscal year. Assuming GCM Ltd or Vital Source S.A. regains or acquires beneficial ownership of a majority of our outstanding common stock, GCM Ltd and/or Vital Source S.A. could, in their discretion, call a meeting of the shareholders of the Company and vote their shares to replace all directors and take over control of the Company. Neither GCM Ltd or Vital Source S.A. have advised the Company that they have any current plans to do so. Because the Company’s common stock is not registered under the Securities Exchange Act of 1934, neither GCM Ltd nor Vital Source S.A. have any reporting obligations under Sections 13(d) or 16(a) of the Securities Exchange Act.

~~SIGNATURES~~As a result of the issuance of 14,146,093 shares into escrow in connection with the transaction described above with respect to GEI Plc, Mr. David Brenman now has voting rights over shares amounting to more than 80% of the total outstanding shares, which constitutes a change of control as compared to the GCM Ltd. control identified earlier. Neither GEI Plc nor any of its affiliates (including, without limitation, GCM Ltd. and Genesis Investment Funds Limited) have any voting or economic rights until, if ever, the shares are released to GEI Plc from the escrow. At that time, another change of control (back to GCM Ltd. and Vital Source S.A.) will likely occur.

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

As further described in Item 5 above the Company has adopted the2009 Equity Incentive Plan and reserved 1,500,000 shares of common stock for issuance under that plan. To date no stock options have been granted, and no stock bonuses issued, pursuant to that plan.

~~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.~~30

29Item 13. Certain Relationships and Related Transactions.

Date: July 9, 2009	By:	/s/ David W. Brenman
		Executive Officer, Principal Accounting
		Officer, principal Financial Officer and
		Director
Date: July 9, 2009
	By:	/s/ Robert A. Melnick
		Robert A. Melnick, Director

(a) Transactions with Related Persons

30Transactions with David Brenman

~~REPORT~~1. In OFNovember ~~INDEPENDENT~~2004, ~~REGISTERED~~our ~~PUBLIC~~Board ~~ACCOUNTING~~of ~~FIRM~~Directors approved an employment agreement with our president, David W. Brenman. That employment agreement became effective on or about September 30, 2005, and contains the terms and conditions described in Item 11 above.

~~The~~2. Because ~~Board~~ of ~~Directors~~working capital shortages, Mr. David Brenman has from time-to-time advanced funds and ~~Shareholders~~incurred ~~Cogenco~~expenses ~~International~~for the benefit of the Company. The Company repays these amounts without interest, ~~Inc~~when it has sufficient funds available. At March 31, 2010 the Company owed Mr. Brenman $31,952 for unreimbursed travel and other expenses incurred on behalf of the Company.

We3. During ~~have audited~~ the ~~accompanying~~quarter ~~balance~~ended ~~sheets~~September ~~of Cogenco International~~30, ~~Inc.~~2009 (athe ~~development~~Company ~~stage~~borrowed ~~company) as of March 31~~$40,000 ~~2008~~from ~~and~~Mr. ~~2009,~~Brenman ~~and~~to help the ~~related~~Company ~~statements~~cover certain of ~~operations,~~its ~~stockholders’~~corporate ~~equity~~obligations. The ~~and~~Company ~~cash~~issued ~~flows~~Mr. ~~for~~Brenman ~~the~~a ~~years~~promissory ~~then~~note ~~ended~~to ~~and~~evidence ~~for~~its ~~the~~obligation ~~period~~to ~~from~~repay ~~inception~~these offunds ~~the~~to ~~development~~Mr. ~~stage (October 1, 2008) through March 31, 2009~~Brenman. The ~~These~~note ~~financial~~is ~~statements~~a ~~are~~demand ~~the~~note ~~responsibility~~and ofaccrues ~~the~~interest ~~Company’s~~at ~~management~~5%. ~~Our~~Principal ~~responsibility~~and isaccrued tointerest ~~express~~is andue ~~opinion~~in onfull ~~these~~upon ~~financial~~demand ~~statements~~by ~~based~~Mr. ~~upon our audits~~Brenman.

We4.In ~~conducted~~November ~~our~~2009 ~~audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)~~Mr. ~~Those~~Brenman ~~standards~~participated ~~require~~in ~~that~~a weprivate ~~plan~~placement ~~and~~conducted ~~perform~~by the ~~audits to obtain reasonable assurance about whether the financial statements are free of material misstatement~~Company. Mr. ~~The~~Brenman ~~company~~purchased ~~is not required to have~~500,000 ~~nor~~shares ~~were we engaged to perform, an audit~~ of ~~its~~Company ~~internal~~common ~~control~~stock ~~over~~at ~~financial reporting~~$0.01 ~~Our~~per audit included consideration of internal control over financial report as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reportingshare. The ~~Accordingly,~~terms weupon ~~express~~which ~~no such opinion~~Mr. AnBrenman ~~audit~~participated ~~includes examining, on a test basis, evidence supporting the amounts and disclosures~~ in ~~the~~this ~~financial~~private ~~statements.~~placement Anwere ~~audit also includes assessing~~ the ~~accounting~~same ~~principles used and significant estimates made by management,~~ as ~~well~~those asupon ~~evaluating~~which ~~the~~other ~~overall~~investors ~~financial statement presentation~~participated. ~~We believe that our audits provide a reasonable basis for our opinion.~~

5. In ~~our opinion~~addition, ~~the~~we ~~financial~~have ~~statements~~entered ~~referred~~into totransactions ~~above~~which ~~present~~have ~~fairly,~~resulted in ~~all~~compensation ~~material~~being ~~respects,~~paid ~~the~~to ~~financial~~David position of Cogenco International, Inc. as of March 31, 2008 and 2009, and the results of its operations and its cash flows for the years then ended and the period from inception of the development stage (October 1, 2008) through March 31, 2009, in conformity with U.S. generally accepted accounting principles.Brenman:

~~The~~· ~~accompanying~~On ~~financial~~May ~~statements~~13, ~~have~~2005, ~~been~~we ~~prepared~~raised ~~assuming~~$2,000,000, ~~that~~on ~~the~~September ~~Company~~15 ~~will~~and ~~continue~~20, as2005, awe ~~going~~raised ~~concern.~~a Astotal ~~discussed~~of in$1,700,000, ~~Note~~and 1again toon ~~the~~October ~~financial~~27, ~~statements~~2006, ~~the~~we ~~Company~~raised ~~has~~a ~~incurred~~total ~~significant~~of ~~losses~~$25,000, from ~~inception~~offshore toprivate ~~date~~placements ~~and~~using ~~does~~a ~~not~~Liechtenstein-based asset manager, MJM Asset Management Company Establishment (“MJM”), as a finder which have ~~sufficient~~resulted ~~funds~~in oncompensation ~~hand~~paid toby ~~continue~~MJM to ~~fund~~David ~~operations~~W. ~~without~~Brenman, our president. Until January 1, 2007, Herald A.M.A. Janssen controlled MJM, a ~~capital~~company ~~infusion~~he founded in 1997. ~~These~~As ~~conditions~~described ~~raise~~above, ~~substantial~~Genesis ~~doubt~~Investment ~~about~~Funds ~~its~~Limited, ~~ability~~one toof ~~continue~~our assignificant ashareholders, ~~going~~is ~~concern.~~controlled ~~Management’s~~by ~~plans~~GCM ~~regarding~~Ltd, ~~those~~a ~~matters~~company that is also ~~are~~partially ~~described~~controlled inby ~~Note~~Herald 1A.M.A. Janssen. The ~~financial~~Company ~~statements~~paid doMJM ~~not~~a ~~include~~finders’ ~~any~~fee ~~adjustments~~of ~~that~~7½% ~~might~~of ~~result~~the ~~from~~$3,900,000 ~~the~~in ~~outcome~~funds ofraised ~~this~~by ~~uncertainty~~MJM Asset Management for the Company.

~~Denver~~· In prior transactions, ~~Colorado~~MJM /paid one-third of the finder’s/ ~~CAUSEY~~fee ~~DEMGEN~~to &Mr. ~~MOORE~~Brenman ~~INC~~in accordance with an oral agreement. ~~July~~At 8the time the disinterested directors of the Company approved the arrangements with MJM, ~~2009~~they understood that MJM has an obligation to pay one-third of the finder’s fee to Mr. Brenman, in accordance with an oral agreement between them. As a result of those finder’s fee agreements, we paid approximately $292,500 to MJM from the funds raised to date. After Mr. Janssen’s sale of MJM, Mr. Brenman is not entitled to receive any further compensation from MJM’s direct or indirect investments in the Company.

~~F-1~~6. Mr. Brenman acquired voting control (if any) over more than 14 million shares of the Company’s common stock as a result of the issuance of those shares into an escrow pending the completion of certain transactions with GEI Plc.

COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
BALANCE SHEET
March 31, 2008 and 2009
ASSETS
		2008			2009
Current assets:
Cash ($951 (2008) and $954 (2009) in interest
bearing accounts)	$	1,386		$	34,448
Certificate of deposit (Notes 5 and 6)		84,727			-
Note receivable - related party - current portion (Note 5)		85,803			114,347
Interest receivable - related party (Note 5)		-			2,810
Prepaid expense		5,515			10,700
Total current assets		177,431			162,305
Computer equipment, at cost, net of accumulated
depreciation of $1,930 (2008) and $2,713 (2009)		1,570			787
Note receivable - related party - net of current
portion (Note 5)		164,197			72,040
Total assets	$	343,198		$	235,132
LIABILITIES
Current liabilities:
Accounts payable	$	8,473		$	437
Accounts payable - related party		10,986			5,082
Accrued salary - officer (Note 5)		241,750			241,750
Total current liabilities		261,209			247,269
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.01 par value; 100,000,000 shares
authorized, no shares issued and outstanding		-			-
Common stock, $.01 par value; 500,000,000 shares
authorized, 1,233,000 (2008 and 2009)
shares issued and outstanding		12,330			12,330
Additional paid-in capital		6,150,558			6,150,558
Accumulated deficit (including $39,542 deficit
accumulated during the development stage at
March 31, 2009) (Note 1)		(6,080,899	)		(6,175,025	)
Total stockholders' equity (deficit)		81,989			(12,137	)
Total liabilities and stockholders' equity (deficit)	$	343,198		$	235,132

~~See~~Transactions ~~accompanying~~with ~~notes. F-2~~Genesis Capital Management Ltd and Related Entities

~~COGENCO~~1. Pursuant ~~INTERNATIONAL~~to a discretionary investment management agreement, ~~INC~~GCM Ltd has discretionary investment and voting control over the assets of Genesis Investment Funds Ltd. (A“GIF ~~Development~~Ltd”), ~~Stage~~including the shares of Company~~) STATEMENT~~ OFcommon ~~OPERATIONS For~~stock that GIF Ltd owns or controls directly and indirectly. During our fiscal year 2007 certain investors with interests in the ~~Years~~Company ~~Ended~~transferred ~~March~~their 31shares to GIF Ltd for management purposes, ~~2008~~including ~~and~~our ~~2009~~president ~~and~~David ~~Cumulative~~Brenman ~~Amounts from~~who ~~Inception~~transferred 220,000 shares of ~~the~~common ~~Development~~stock ~~Stage~~that he owned to GCM Ltd (which shares are to be returned to Mr. Brenman in the event the Company completes a successful business combination. On October 127, ~~2008)~~2006, ~~Through~~GIF Ltd purchased an additional 2,500 shares of our common stock in a private offering, and finally in March 312007 GIF Ltd purchased 75,000 ~~2009~~additional shares of common stock. As a result of these transactions, at that time GCM Ltd directly or indirectly owns or controlled approximately 85% of then outstanding shares of Company common stock – although GCM Ltd’s beneficial ownership in the Company’s common stock has decreased since that date in large part as the result of later issuances of Company common stock.

								Cumulative
								amounts from
		2008			2009			Inception
Costs and expenses
Salary - officer	$	150,000		$	-		$	-
Legal fees - related party (Note 5)		3,000			-			-
Legal fees		58,842			20,436			10,395
Consulting and travel expenses -
related party		8,687			19,790			2,441
General and administration		48,466			36,216			16,615
Rent and storage expenses		65,963			64,640			32,100
Depreciation		783			783			391
Total costs and expenses		335,741			141,865			61,942
Other income
Rental income		32,695			32,830			16,450
Interest income		3,745			14,909			5,950
Total other income		36,440			47,739			22,400
Net loss (Note 4)	$	(299,301	)	$	(94,126	)	$	(39,542	)
Basic and diluted loss per common share	$	(0.12	)	$	(0.08	)	$	(0.03	)
Weighted average number of common
shares outstanding		2,562,928			1,233,000			1,233,000

2. On March 6, 2007 we entered into a Share Purchase Agreement (the “Genesis Agreement”) with Genesis Investment Funds, Ltd (“Genesis”), Trust House, 112 Bonadie Street, Kingstown, Saint Vincent which was then a related party. The Genesis Agreement was subsequently amended. Pursuant to that agreement, we sold Genesis Investments 75,000 shares of our common stock at $10 per share, and on March 22, 2007, we received $150,000 and 400,000 shares of Helix Biopharma Corporation. Subsequently we sold the Helix shares into the market for approximately $600,000.

~~See~~ 3. On ~~accompanying~~March ~~notes~~7, 2008 we entered into two separate stock purchase agreements with: (i) Genesis Biotechnology Fund (“GBF”); and (ii) GCM Ltd. F GBF is a sub-3fund of Genesis Investment Funds Ltd. As described in Item 1, above, through these two stock purchase agreements we divested our entire interest in DMI which consisted of 1,673,256 shares. It was also through the this agreement with GCM Ltd that we received the $250,000 promissory note from GCM Ltd. Notwithstanding the significant ownership that GCM Ltd has in the Company, and although the directors of the Company have a small minority ownership interest in GBF, GCM Ltd did not initiate the March 7, 2008 transaction, nor did GCM Ltd attempt to influence the board’s decision. In connection with GCM Ltd’s purchase of the DMI stock from the Company, the Company also transferred its right to purchase additional shares of DMI common stock to GCM Ltd. The Company did not have sufficient capital available to exploit that opportunity.

COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Years Ended March 31, 2008 and 2009 and from
Inception of the Development Stage (October 1, 2008) Through March 31, 2009
								Additional		Stock							Total
		Common stock						paid-in		Subscription				Accumulated			stockholders'
		Shares			Amount			capital		Receivable				deficit			equity
Balance at March 31, 2007	$	2,656,256		$	26,563		$	6,466,325		$	(28,000	)	$	(5,781,598	)	$	683,290
Purchase of common stock (Note 3)		(1,423,256	)		(14,233	)		(315,767	)		-			-			(330,000	)
Adjustment - stock price guarantee (Note 2)		-			-			-			28,000			-			28,000
Net loss for the period ended March 31, 2008		-			-			-			-			(299,301	)		(299,301	)
Balance at March 31, 2008		1,233,000			12,330			6,150,558			-			(6,080,899	)		81,989
Net loss for the period ended September 30, 2008		-			-			-			-			(54,584	)		(54,584	)
Balance at September 30, 2008		1,233,000			12,330			6,150,558			-			(6,135,483	)		27,405
Net loss for the period ended March 31, 2009		-			-			-			-			(39,542	)		(39,542	)
Balance at March 31, 2009		1,233,000		$	12,330		$	6,150,558		$	-		$	(6,175,025	)	$	(12,137	)

4. On April 28, 2009, as amended twice in June 2009, the Company entered into a Share Purchase Agreement with a single European investor to invest not less than $250,000 by June 30, 2009 and the balance of the anticipated $2.7 million investment by not later than July 31, 2009. Although, as described above, these funds were never received the Company planned to use the proceeds of the offering in part to pay a fee to GCM AG for introducing the investor, and to lend the balance of the proceeds from the offering to GCM Ltd.

~~See~~ 5. In ~~accompanying~~November ~~notes~~2009 GCM Ltd and certain of its affiliates participated in a private placement conducted by the Company. ~~F-4~~ In total GCM Ltd and its affiliates purchased 1,180,000 shares of Company common stock at $0.01 per share. The terms upon which these persons participated in this private placement were the same as those upon which other investors participated.

~~COGENCO~~ 6. On ~~INTERNATIONAL~~March 29, ~~INC.~~ 2010 the Company entered into a Share Purchase Agreement in form of a private placement agreement (Athe ~~Development~~“PPA”) ~~Stage~~with Vital Source, SA. The PPA provides for the sale of 3,500,000 shares of Company~~) STATEMENT~~ OFcommon ~~CASH~~stock ~~FLOWS For~~at $10.00 per share. The PPA provides that the ~~Years~~prospective ~~Ended~~investor ~~March~~is 31obligated pay the total purchase price of $35,000,000. ~~2008~~If ~~and~~received, ~~2009~~the ~~and~~Company ~~Cumulative~~currently ~~Amounts from~~plans ~~Inception~~to use the proceeds of the ~~Development~~offering ~~Stage~~for the increase of capital of GSE for €25,000,000 (~~October~~approximately 1$31,000,000 ~~2008~~US). The ~~Through~~Company ~~March~~plans 31to use the balance of the investment for the payment to GCM Ltd. of $1,750,000 ~~2009~~as a fee for introducing the investor to the Company and to fund working capital requirements. However, the Company expects GCM Ltd. to permit the Company to retain a portion of the fee necessary to allow it to meet certain of its near term general corporate obligations, although any portion retained by the Company will still be due and owing to GCM Ltd.

								Cumulative
								amounts from
		2008			2009			Inception
Cash flows from operating activities:
Net loss	$	(299,301	)	$	(94,126	)	$	(39,542	)
Adjustment to reconcile net loss to net
cash used in operating activities:
Depreciation expense		783			783			391
Change in interest receivable and prepaid
expense		(55	)		(7,995	)		6,004
Change in accounts payable and
accrued salary - officer		144,290			(13,940	)		(7,724	)
Net cash used in operations		(154,283	)		(115,278	)		(40,871	)
Cash flows from investing activities:
Receipts on note receivable		-			63,613			43,397
Certificate of deposit redeemed					84,727			-
Purchase of securities		(480,000	)		-			-
Sale of securities		600,000			-			-
Purchase of certificate of deposit		(3,575	)		-			-
Net cash provided by investing activities		116,425			148,340			43,397
Cash flows from financing activities:
Repayments of short-term borrowings		(2,500	)		-			-
Net cash used in financing activities		(2,500	)		-			-
Net increase (decrease) in cash		(40,358	)		33,062			2,526
Cash and cash equivalents at
beginning of period		41,744			1,386			31,922
Cash and cash equivalents at
end of period	$	1,386		$	34,448		$	34,448
Supplemental disclosure of non-cash financing activities:
Sale of investment in DMI in exchange for
common stock and note receivable	$	580,000		$	-		$	-

~~See~~ 7. On ~~accompanying~~May ~~notes~~12, 2010 the Company entered into an Amended and Restated Stock Purchase Agreement with GEI Plc (an affiliate of GCM Ltd) regarding the Company’s potential acquisition of the Solar Panel Subsidiaries. This agreement amended and restated the agreement the parties initially entered into on August 11, 2009 and then amended twice subsequently (on November 24, 2009 and January 19, 2010) regarding the potential acquisition of the Solar Panel Subsidiaries. The terms of the Amended and Restated Stock Purchase Agreement, and potential consideration to be paid to paid to GEI Plc are described in Item 1 of this Form 10-K.

~~F-5~~Stock Issuances.

~~COGENCO~~The ~~INTERNATIONAL~~Board of Directors has approved stock issuances to related parties as described above. Further, ~~INC~~Mr. (AMelnick, ~~Development~~a ~~Stage~~director of the Company), ~~NOTES~~also TOparticipated ~~FINANCIAL~~in ~~STATEMENTS~~the ~~March~~private 31placement conducted in November 2009 and purchased 50,000 ~~2008~~shares at $0.01 per share. Because of the significant stock ownership of the purchasers and/or ~~2009~~their relationships with the Company, these transactions were not negotiated at arms’-length.

~~1. Significant~~Approval ~~accounting~~of ~~policies~~Outside Business Activities.

~~Organization:~~The Board of Directors by resolution dated May 5, 2005, agreed to permit Mr. David Brenman to pursue a business opportunity with respect to CMOS imaging devices that are being developed by Micro-Imaging Solutions, LLC (“MIS”). MIS is involved in the research and development of small scale high resolution medical devices. The Board of Directors determined that the business opportunity with MIS is not a corporate opportunity of the Company, and that David Brenman is entitled to pursue such opportunity outside of his employment responsibilities with the Company, provided that such activities do not unreasonably interfere with his employment activities with the Company or compromise any trade secrets or confidential or non-public information relating to the Company.

~~Cogenco~~Office ~~International,~~Leases Inc. (the “Company”) was incorporated under the laws of the State of Colorado on June 27, 1983, for the purpose of engaging in the cogeneration business (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 1985, pursuant to which Cogenco realized total net proceeds of approximately $1,000,000. 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. Cogenco has been seeking potential business opportunities since that time, has maintained itself as a validly existing Colorado corporation, and has continued to make filings under Section 15(d) of the Securities Exchange Act of 1934. Except for a series of private equity financings in 2005, 2006, and 2007 totaling approximately $4.7 million, and the activities described below with ~~DMI~~Related ~~BioSciences, Inc~~Party. (“DMI”), and Cogenco has not engaged in active business operations for more than the past five years. Cogenco has not received any revenues from operations for more than the past ten years. Effective October 1, 2008, the Company has decided to begin a search for a new business opportunity as a merger with DMI BioSciences, Inc. (“DMI”) inasmuch as we are no longer pursuing any business opportunities or transactions with DMI. The Company is therefore entering a new development stage as more fully defined in SFAS No. 7.

~~During~~In ~~our~~October ~~2004 fiscal year~~2005, wethe Company entered into aan ~~letter~~office oflease ~~intent~~with ~~and then~~ an ~~agreement~~unaffiliated ~~with~~party ~~DMI~~for byapproximately ~~which~~3,210 wesquare ~~agreed~~feet toat ~~participate in~~ the ~~development~~rate of a$5,350 ~~drug~~per ~~for~~month ~~the~~over ~~treatment~~its term of ~~asthma~~38 ~~in humans~~months. WeCommencing ~~amended~~April ~~those~~1, ~~agreements~~2006, atthe ~~various~~Company ~~times,~~had ~~and~~subleased ina ~~2006~~portion ~~Cogenco~~of ~~converted~~the ~~its~~space $3(approximately 1,~~250,000~~605 ~~investment~~square ~~into~~feet) ~~1,000,000~~to ~~shares~~another ofcompany ~~DMI~~(Micro-Imaging ~~common~~Solutions, ~~stock~~LLC inor ~~accordance~~“MIS”) ~~with~~for $2,675 per month (the ~~pre-existing~~Company’s ~~agreements~~cost). ~~Cogenco~~MIS ~~entered~~was ~~into~~responsible ~~certain~~for ~~stock~~its ~~purchase~~pro-rata ~~agreements~~share ~~with~~of ~~DMI~~other ~~under~~expenses ~~which~~incurred ~~Cogenco~~under ~~purchased~~the anlease. ~~additional~~The ~~673,256~~lease ~~shares~~expired atin anDecember ~~aggregate~~2008, ~~purchase~~and ~~price~~commencing ofJanuary ~~$580~~2009,~~000.~~ WeMIS ~~had~~leased athe ~~right~~office tosuite ~~purchase~~from ~~additional~~the ~~shares~~unaffiliated party and ~~receive~~subleased ait ~~warrant~~ to ~~purchase~~the ~~another~~Company ~~1,000,000~~by ~~shares,~~which ~~however~~the weCompany ~~did~~paid ~~not~~one-half ~~complete~~the ~~that purchase~~rent. An Inaffiliate ~~March~~of ~~2008,~~David weBrenman ~~sold~~has ~~our~~a ~~entire~~significant equity interest in ~~DMI~~MIS. This Welease ~~are~~and nosublease ~~longer~~were ~~pursuing~~originally ~~any~~approved ~~business~~by ~~opportunities~~the orremaining ~~transactions~~members ~~with~~of ~~DMI~~the Company board of directors, including Mr. David Brenman’s father and his brother-in-law.

InOn ~~February~~January ~~2008~~1, we1010, ~~received an inquiry from~~ the ~~Securities and Exchange Commission regarding the potential application of the Investment~~ Company ~~Act~~moved ofits ~~1940~~offices ~~(the "ICA")~~ to ~~Cogenco.~~600 InSouth ~~order~~Ulster toStreet, ~~avoid~~Suite ~~ICA regulation~~800, ~~potential regulatory action~~Denver, ~~and~~CO ~~the~~80237. This ~~cost~~office ~~attendant~~is toleased ~~registration~~by MIS, and ~~operation under~~ the ~~ICA,~~Company ~~Cogenco~~subleases ~~determined~~office itspace tofrom beMIS ~~preferable~~on toa ~~sell its DMI shares~~ month-to-month ~~Genesis Biotechnology Fund Limited (“GBF”) and Genesis Capital Management Limited (“GCM Ltd”), which were already majority shareholders of Cogenco~~basis. The ~~Accordingly, on March 7, 2008 the~~ Company ~~entered~~currently ~~into~~pays ~~two~~approximately ~~separate~~$2,292 ~~stock~~per ~~purchase~~month ~~agreements~~under tothis ~~complete the transaction:~~arrangement

~~F-6~~(b) Director Independence

~~COGENCO~~None ~~INTERNATIONAL,~~of ~~INC~~the members of the Company’s board are "independent" as defined by Section 803A of the NYSE Amex Company guide. The board considers all relevant facts and circumstances in its determination of independence of all members of the board (Aincluding ~~Development~~any ~~Stage~~relationships ~~Company) NOTES~~set TOforth ~~FINANCIAL~~in ~~STATEMENTS March~~this 31Form 10-K under the heading "Certain Related Person Transactions"). As disclosed above, ~~2008~~the entire board performs the role of the audit committee and ~~2009~~the compensation committee; therefore, none of the persons performing the functions of those committees are independent.

~~Organization (continued):~~33

1	.	Cogenco entered into a stock purchase agreement with GBF to sell 1,423,256 shares
		of DMI common stock to GBF in consideration for GBF surrendering 1,423,256
		shares of the Company’s common stock. These shares have been cancelled.
2	.	Cogenco entered into a stock purchase agreement with GCM Ltd to sell 250,000
		shares of DMI common stock to GCM Ltd for $250,000, for which Cogenco received
		a promissory note. The promissory note issued by GCM Ltd carries 6% interest and
		provides that GCM Ltd will pay Cogenco $25,000 per quarter. The first payment was
		due on June 30, 2008 and the final payment is due on December 31, 2010, with the
		total principal and interest payments totaling $275,000

Item 14. Principal Accountant Fees and Services.

~~Cogenco is no longer~~ (a) Audit ~~shareholder of DMI and does not intend to pursue business opportunities with DMI~~Fees.

~~Basis~~Our principal accountant, Causey, Demgen & Moore, Inc., billed us aggregate fees in the amount of ~~presentation:~~approximately $14,300 for the fiscal years ended March 31, 2009 and 2010. 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 Form 10-Q, and other services typically provided by an accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

~~The~~(b) Audit-Related ~~financial statements have been prepared on a going concern basis which contemplates the realization of assets and liquidation of liabilities in the ordinary course of business~~Fees. As shown in the accompanying financial statements, the Company has incurred significant losses from inception to date and does not have sufficient funds on hand to continue to fund operations. As a development stage company, the Company continues to rely on infusions of equity capital to fund operations. As a result, substantial doubt exists about the Company’s ability to continue to find future operations using its existing resources. The Company continues to seek equity investments of which there can be no assurance.

~~Use~~Causey, Demgen & Moore, Inc. billed us aggregate fees in the amount of ~~estimates:~~$-0- for the fiscal year ended March 31, 2010 and $-0- for the fiscal year ended March 31, 2009, for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements.

~~The~~(c) Tax 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.Fees

~~Fair~~Causey, ~~value~~Demgen & Moore, Inc. billed us aggregate fees in the amount of ~~financial~~$4,196 for ~~instruments:~~the fiscal year ended March 31, 2009 and approximately $825 for the fiscal year ended March 31, 2010, for tax compliance, tax advice, and tax planning.

~~The~~(d) All ~~carrying~~Other amounts of cash, cash equivalents, the certificate of deposit, notes receivable, prepaid and accrued expenses and accounts payable are assumed to approximate fair value because of the short maturities of those instruments.Fees

FCausey, Demgen & Moore, Inc. billed us aggregate fees in the amount of $-70- for the fiscal years ended March 31, 2010 and 2009, for other fees.

~~COGENCO INTERNATIONAL, INC.~~ (~~A Development Stage Company~~e) ~~NOTES~~ Audit TOCommittee’s ~~FINANCIAL~~Pre-Approval ~~STATEMENTS March 31, 2008 and 2009~~Practice

~~1. Significant~~Section ~~accounting~~10A(i) ~~policies~~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 (~~continued~~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 the Company has no audit committee, the Board of Directors pre-approved the audit services and tax services that Causey, Demgen & Moore, Inc. performed for the Company during the fiscal years ended March 31, 2009 and 2010, and has pre-approved that firm’s continuation of those services.

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

The Company records stock based compensation based on the estimated fair value of the awards on the date of grant. Forfeitures of awards are estimated based on the Company’s experience, and recognizes compensation only for those awards expected to vest. Compensation expense is amortized over the estimated service period, which is the shorter of the period required for the award to vest or the derived service period implied by special accelerated vesting provisions, when they might exist as a feature of the award granted.

	Percentage of total fees paid to Causey, Demgen & Moore, Inc.
	Fiscal Year 2010	Fiscal Year 2009
Audit fees	95%	77%
Audit-related fees	0%	0%
Tax fees	5%	23%
All other fees	0%	0%

~~Loss per share:~~34

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

~~Income~~Item ~~taxes:~~15. Exhibits and Financial Statement Schedules.

~~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. The Company has adopted FIN No. 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109”.) Exhibits

~~Cash flows:~~Number Description

~~For~~3.1 ~~purposes~~Amended ofand ~~the~~Restated ~~statement~~Articles of ~~cash~~Incorporation. ~~flows,~~Incorporated ~~the~~by ~~Company~~reference ~~considers~~from ~~all~~the ~~highly~~Form ~~liquid~~8-K ~~debt~~dated ~~instruments~~March ~~purchased~~30, ~~with~~2009, afiled ~~maturity~~April of2, ~~three months or less to be cash equivalents~~2009.

~~Restricted~~3.2 ~~investments:~~Bylaws. Incorporated by reference from the Annual Report on Form 10-KSB for the five fiscal years ended March 31, 1992.

At10.1 ~~March~~Employment ~~31,~~Agreement ~~2008~~with ~~and~~David ~~2009,~~W. ~~restricted~~Brenman. ~~investments~~Incorporated ~~consist~~by ofreference ~~$84,727~~from ~~and~~the ~~$0,~~Form ~~respectively,~~10-KSB infor athe ~~certificate~~year ofended ~~deposit~~March ~~set~~31, ~~aside~~2006, tofiled ~~secure~~June ~~a letter of credit of $70~~29,~~000~~ 2006.

~~Concentrations~~10.2 ofSecurities ~~credit~~Purchase ~~risk:~~Agreement with Genesis Biotechnology Fund. Incorporated by reference from Form 8-K dated March 7, 2008, filed March 12, 2008.

~~Financial~~10.3 ~~instruments~~Securities ~~which~~Purchase ~~potentially~~Agreement ~~subject~~with ~~the~~Genesis ~~Company~~Capital toManagement ~~concentrations of credit risk consist principally of cash and during 2008 a certificate of deposit~~Limited. ~~The~~Incorporated ~~Company~~by ~~places~~reference ~~its~~from ~~cash~~Form ~~and~~8-K ~~certificate~~dated ofMarch ~~deposit with high quality financial institutions~~7, ~~which deposits are insured up to $250~~2008,~~000~~ ~~per~~filed ~~institution~~March ~~by the Federal Deposit Insurance Corporation (FDIC). At various times during the year~~12, ~~the balance at one financial institution may exceed FDIC limits~~2008.

F-10.4 Promissory Note dated March 7, 2008. Incorporated by reference from Form 8-K dated March 7, 2008, filed March 12, 2008.

~~COGENCO~~10.4 ~~INTERNATIONAL,~~2009 ~~INC~~Equity Incentive Plan. (A ~~Development~~Incorporated ~~Stage~~by ~~Company) NOTES~~reference TOfrom ~~FINANCIAL~~Form ~~STATEMENTS March~~10-Q 31dated September 30, ~~2008~~2009, ~~and~~filed November 20, 2009.

110. ~~Significant~~5 Share ~~accounting~~Purchase ~~policies~~Agreement ~~(continued)~~between Genesis Solar Corporation and Vital Source, S.A.Incorporated by reference from Form 8-K dated March 27, 2010, filed April 1, 2010.

~~Computer~~10.6 ~~equipment:~~Amended and Restated Share Purchase Agreement dated May 12, 2010. Incorporated by reference from Form 8-K dated May 12, 2010, filed May 13, 2010.

~~Computer~~10.7* ~~equipment~~Escrow isAgreement ~~stated~~between atGenesis ~~cost.~~Solar ~~Depreciation~~Corporation, isGenesis ~~provided~~Energy byInvestments ~~the~~Plc, ~~Company on straight-line~~ and ~~accelerated~~Oppenheim ~~methods~~Law ~~over estimated useful lives of three to five years~~Firm.

~~Recent~~10.8* ~~accounting~~Amendment ~~pronouncements:~~No. 1 to the Share Purchase Agreement between Genesis Solar Corporation and Vital Source, S.A.

In31* Certification ~~December~~pursuant ~~2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combinations" ("SFAS No. 141R"). SFAS No. 141R is a revision~~ to ~~SFAS~~Rule ~~No. 141 and includes substantial changes to the acquisition method used to account for business combinations~~ 13a-14(~~formerly the "purchase accounting" method), including broadening the definition of~~ a business, as well as revisions to accounting methods for contingent consideration and other contingencies related to the acquired business, accounting for transaction costs, and accounting for adjustments to provisional amounts recorded in connection with acquisitions). SFAS No. 141R retains the fundamental requirement of SFAS No. 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS No. 141R shall be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We are currently evaluating the requirements of SFAS No. 141R.

~~SFAS~~32* Certification ~~157,~~pursuant ~~“Fair~~to ~~Value~~18 ~~Measurements”, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements~~U. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attributeS. ~~Accordingly, this Statement does not require any new fair value measurements~~C. ~~However, for some entities, the application of this Statement will change current practice~~§1350. ~~The adoption of SFAS 157 did not have a material impact on the Company’s financial statements.~~

In* Filed ~~February 2007, SFAS 159 “The Fair Value Option for Financial Assets and Financial Liabilities” was issued~~herewith. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The adoption of SFAS 159 did not have a material impact on the Company’s financial statements.

~~F-9~~35

~~COGENCO INTERNATIONAL, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS March 31, 2008 and 2009~~SIGNATURES

~~Recent~~In ~~accounting~~accordance ~~pronouncements~~with Section 13 or 15(~~continued~~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.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51" (SFAS No. 160). SFAS No. 160 changes the accounting and reporting for minority interests, which will be recharacterized as non-controlling interests and classified as a component of equity. SFAS No. 160 is effective for us on a prospective basis for business combinations with an acquisition date beginning in the first quarter of fiscal year 2009. As of December 29, 2007, we did not have any minority interests. The adoption of SFAS No. 160 is not expected to impact our financial statements.

Date: June 28, 2010
		GENESIS SOLAR CORPORATION.


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

~~2. Marketable~~ 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.

Marketable securities at March 31, 2007, consisted of 400,000 shares of common stock in Helix Biopharma Corporation (“Helix”) with a quoted market value of $552,000 at the date of acquisition. The market value of the stock at March 31, 2007 was $572,000. Genesis contributed the common stock in exchange for Cogenco common stock. The agreement provided that Genesis will deposit additional shares of Helix stock if the net proceeds of Cogenco’s sale of Helix common stock average less than $1.50 per share ($600,000 in the aggregate).

Date: June 28, 2010
		By: /s/ David W. Brenman
		David W. Brenman, President, Principal
		Executive Officer, Principal Accounting
		Officer, principal Financial Officer and
		Director


Date: June 28, 2010
		By: /s/ Robert A. Melnick
		Robert A. Melnick, Director

Through the quarter ended September 30, 2007 Cogenco liquidated its entire 400,000 Helix shares previously owned in normal market transactions and used those proceeds to purchase the 673,256 shares of DMI acquired between March and September 2007. Cogenco owned no marketable securities at March 31, 2008 or at March 31, 2009.36

~~F-10~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~COGENCO~~The ~~INTERNATIONAL,~~Board ~~INC.~~of (ADirectors ~~Development Stage Company) NOTES TO FINANCIAL STATEMENTS March 31, 2008~~ and ~~2009~~Shareholders

3.Genesis ~~Stockholders’~~Solar ~~equity~~Corporation ~~Stock~~(formerly ~~issuances:~~Cogenco International, Inc.)

~~Cogenco~~We ~~did~~have ~~not~~audited ~~issue~~the ~~any~~accompanying ~~shares~~balance sheets of ~~its~~Genesis ~~common~~Solar ~~stock~~Corporation ~~during~~(formerly ~~the~~Cogenco ~~years~~International, ~~ended~~Inc.) ~~March~~(a ~~31,~~development ~~2008~~stage orcompany) as of March 31, 2009. Onand ~~March 22~~2010, ~~2007,~~and the ~~Company~~related ~~issued~~statements ~~75,000 shares~~ of ~~common~~operations, ~~stock~~stockholders’ toequity a(deficit) ~~St. Vincent~~ and ~~the~~cash ~~Grenadines~~flows ~~accredited investor at $10 per share~~ for ~~400,000~~the ~~shares~~years ofthen ~~Helix~~ended ~~Biopharma Corporation common stock~~ and ~~$150,000~~for ~~in cash. Through~~ the ~~quarter~~period ~~ended~~from ~~September~~inception ~~30,~~of ~~2007~~the ~~Cogenco~~development ~~liquidated~~stage ~~its~~(October ~~entire 400~~1,~~000~~ ~~Helix~~2008) ~~shares~~through ~~previously~~March ~~owned in normal market transactions recognizing $600~~31,~~000~~ ~~from~~2010. ~~the~~These ~~sales~~financial ~~and~~statements ~~used~~are ~~those proceeds to purchase~~ the ~~673,256~~responsibility ~~shares~~ of ~~DMI~~the ~~acquired~~company’s ~~between March and September 2007~~management. ~~Cogenco~~Our noresponsibility ~~longer~~is ~~owns~~to ~~the~~express ~~DMI~~an ~~common~~opinion ~~stock~~on ~~which~~these itfinancial ~~sold~~statements tobased aupon ~~related~~our ~~party as described in Note 1~~audits.

~~Stock~~We ~~cancellation:~~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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial report as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. 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.

~~Cogenco~~In ~~entered~~our ~~into~~opinion, athe ~~stock~~financial ~~purchase~~statements ~~agreement~~referred ~~with~~to above present fairly, in all material respects, the financial position of Genesis ~~Biotech~~Solar toCorporation ~~sell~~(formerly 1Cogenco International,~~423,256~~ ~~shares~~Inc.) as of ~~DMI~~March ~~common~~31, ~~stock~~2009 toand ~~Genesis~~2010, ~~Biotech~~and inthe ~~consideration~~results of its operations and its cash flows for ~~Genesis~~the ~~Biotech~~years ~~surrendering~~then ~~1,423,256~~ended ~~shares~~and the period from inception of the ~~Company’s~~development ~~common~~stage ~~stock.~~(October ~~These~~1, ~~shares~~2008) ~~have~~through ~~been~~March ~~cancelled~~31, 2010, in conformity with U.S. generally accepted accounting principles.

~~F-11~~The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 1 to the financial statements, the company has incurred significant losses from inception to date and does not have sufficient funds on hand to continue to fund operations without a capital infusion. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~COGENCO INTERNATIONAL~~Denver, ~~INC. (A~~Colorado /s/ ~~Development~~CAUSEY ~~Stage~~DEMGEN ~~Company) NOTES~~& TOMOORE ~~FINANCIAL STATEMENTS March 31, 2008 and 2009~~INC.

~~4. Income~~June ~~taxes~~28, 2010

~~Effective April~~ F-1~~, 2007, the Company adopted the provision of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes.~~

NoGENESIS ~~provision~~SOLAR for income taxes is required for the years ended March 31, 2008 and 2009 or the period from inception of the development stage (October 1, 2008) through March 31, 2009 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 $236,000, of which only $11,800 may be used in any one year. The 2007 and prior aggregate net operating loss carryforward for Federal income tax reporting purposes is limited to approximately $71,000 in any one year. If not used to offset future taxable income, the carryforwards will expire as follows:CORPORATION

2009	$	41,000
2010		26,000
2011		12,000
2012		9,000
2013		24,000
2019		8,000
2020		14,000
2021		12,000
2022		16,000
2023		17,000
2024		58,000
2025		184,000
2026		151,000
2027		103,000
2028		94,000
	$	769,000

(formerly Cogenco International, Inc.

As(A ofDevelopment ~~March~~Stage ~~31, 2008 and 2009, total deferred tax assets and valuation allowance are as follows:~~Company)

		2008			2009
Deferred tax assets resulting from:
Loss carryforward	$	298,100		$	287,000
Future deduction for research and
development and accrued officer salary		90,200			90,200
Valuation allowance		(388,300	)		(377,200	)
	$	-		$	-

BALANCE SHEET

~~F-12~~March 31, 2009 and 2010

COGENCO INTERNATIONAL, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS March 31, 2008 and 2009

ASSETS

	2009			2010
Current assets:
Cash ($954 in interest bearing accounts)	$	34,448		$	9,362
Note receivable - related party - current portion (Note 4)		114,347			95,599
Interest receivable - related party (Note 4)		2,810			1,441
Prepaid expense		10,700			15,770

Total current assets		162,305			122,172

Computer equipment, at cost, net of accumulated
depreciation of $2,713 (2009) and $3,496 (2010)		787			4
Note receivable - related party - net of current
portion (Note 4)		72,040			-

Total assets	$	235,132		$	122,176

LIABILITIES

Current liabilities:
Accounts payable	$	437		$	5,655
Accounts payable - related party		5,082			31,952
Officer payable (Note 4)		-			40,000
Accrued salary - officer (Note 4)		241,750			241,750
Accrued interest - officer (Note 4)		-			1,019

Total current liabilities		247,269			320,376

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock, $.01 par value; 100,000,000 shares
authorized, no shares issued and outstanding		-			-
Common stock, $.01 par value; 500,000,000 shares
authorized, 1,233,000 (2009) and 2,963,000 (2010)
shares issued and outstanding		12,330			29,630
Additional paid-in capital		6,150,558			6,150,558
Accumulated deficit (including $242,905 deficit
accumulated during the development stage at
March 31, 2010) (Note 1)		(6,175,025	)		(6,378,388	)

Total stockholders' equity (deficit)		(12,137	)		(198,200	)

Total liabilities and stockholders' equity (deficit)	$	235,132		$	122,176

~~Income~~See ~~taxes~~accompanying ~~(continued):~~notes

A 100% valuation allowance has been established against the deferred tax asset as utilization of the loss carryforwards cannot be reasonably assured. Due to the sale of the DMI stock to a related party during March 2008, the future deduction for research and development costs will not be deductible resulting in a reduction of deferred tax assets and the corresponding valuation allowance of approximately $1,212,000.F-2

~~5. Related~~GENESIS ~~party~~SOLAR ~~transactions~~CORPORATION

~~For~~(formerly ~~the~~Cogenco ~~years ended March 31~~International, 2008 and 2009 and during the period from inception of the development stage, the Company incurred legal costs of $3,000, $0 and a total of $0, respectively, from a law firm in which a principal of the law firm is a relative of an officer and director of the CompanyInc.

In(A ~~November~~Development ~~2004~~Stage ~~Cogenco’s Board of Directors approved an employment agreement with its president, David W. Brenman. The material terms of the employment agreement are as follows:~~Company)

~~Annual~~STATEMENT ~~salary~~OF ~~shall be $150,000;~~ OPERATIONS

~~Employment~~For isthe ~~for~~years aEnded 5March ~~year~~31, ~~term;~~ 2009 and 2010 and Cumulative amounts

~~The~~from ~~employee~~Inception isof ~~subject~~the toDevelopment ~~Confidentiality/non-competition/protection~~Stage of(October ~~trade~~1, ~~secrets/non-~~2008) ~~solicitation~~Through ~~provisions;~~ March 31, 2010

The employment agreement provides for premature termination in certain circumstances; and



							Cumulative
							amounts from
	2009			2010			Inception

Costs and expenses
Legal fees	$	20,436		$	53,849		$	64,244
Consulting and travel expenses -
related party		19,790			30,116			32,557
General and administration		36,216			92,394			109,009
Rent and storage expenses		64,640			33,045			65,145
Depreciation		783			783			1,174

Total costs and expenses		141,865			210,187			272,129

Other income (expense)
Rental income (Note 5)		32,830			-			16,450
Interest income		14,909			7,843			13,793
Interest expense		-			(1,019	)		(1,019	)

Total other income (expense)		47,739			6,824			29,224

Net loss (Note 3)	$	(94,126	)	$	(203,363	)	$	(242,905	)

Basic and diluted loss per common share	$	(0.08	)	$	(0.11	)	$	(0.15	)

Weighted average number of common
shares outstanding		1,233,000			1,863,384			1,654,410

~~The~~See ~~employee~~accompanying has certain rights in the event of a change of control of Cogenco including a two year extension of his employment term and a requirement that his full salary (through the term of the agreement) be paid to him within 30 days of such change of controlnotes. ~~Change of control can also constitute a basis on which the employee can terminate the agreement prematurely.~~

~~The Employment Agreement commenced September 30, 2005 when Cogenco paid DMI pursuant to a co~~F-development agreement. The employment agreement does not prohibit Mr. D. Brenman from receiving compensation from MJM Asset Management Company Establishment “MJM”. The employment agreement was approved by the remaining members of the Cogenco board of directors, including Mr. D. Brenman’s father and his brother-in-law. Effective April 1, 2008, accrual of the salary to David Brenman has been suspended.3

~~F-13~~GENESIS SOLAR CORPORATION

~~COGENCO INTERNATIONAL, INC.~~ (Aformerly ~~Development~~Cogenco ~~Stage Company) NOTES TO FINANCIAL STATEMENTS March 31~~International, ~~2008 and 2009~~Inc.

~~5. Related~~(A ~~party~~Development ~~transactions~~Stage ~~(continued~~Company):

InSTATEMENT ~~October~~OF ~~2005,~~STOCKHOLDERS' ~~Cogenco~~EQUITY entered into an office lease with an unaffiliated party for approximately 3,210 square feet at a rate of $5,350 per month over its term of 38 months. With the consent of the unaffiliated landlord, Cogenco has agreed to sublease a portion of the space (~~approximately 1,605 square feet~~DEFICIT) to another company (Micro-Imaging Solutions, Inc. or “MIS”) for $2,675 per month (Cogenco’s cost). MIS will also be responsible for its pro-rata share of other expenses incurred under the lease. An affiliate of David Brenman has a significant equity interest in MIS and Mr. Brenman is a manager of MIS. The lease and sublease was approved by the remaining members of the Cogenco board of directors, including Mr. David Brenman’s father and his brother-in-law. A certificate of deposit of $85,436 was pledged as collateral on a letter of credit in the amount of $70,000 securing the lease. On May 28, 2008, the certificate of deposit was redeemed. Cash proceeds of $37,560 from the redemption were used to prepay the office rent through December 2008 and release Cogenco from the $70,000 letter of credit securing the lease. The lease expired December 2008 and MIS entered into the lease with the unaffiliated landlord and subleased one-half of the space to Cogenco. Cogenco is now paying MIS $2,675 per month for its use of one-half of the space.

InFor ~~March 2008 Cogenco sold~~ the ~~shares~~years ofEnded ~~DMI~~March ~~common stock to GBF and GCM Ltd as described in Note 1~~31, ~~above.~~2009 ~~GBF~~ and ~~GCM~~2010 ~~Ltd are related parties in that they are related to each other~~ and tofrom ~~Genesis~~Inception Investment Funds Limited (“GIF”), an entity based in Saint Vincent that owns 85% of the outstanding shares of Cogenco common stock. The two directors of Cogenco are minority (less than 1%) holders of shares issued by GIF.

~~Included as a part~~ of the ~~sale~~Development ofStage the DMI stock, Cogenco sold 250,000 shares of DMI common stock to GCM Ltd for $250,000, for which Cogenco received a promissory note. The promissory note issued by GCM Ltd carries 6% interest and provides that GCM Ltd will pay Cogenco $25,000 per quarter. The first payment was due on or before June 30, 2008 (~~paid~~October ~~on June 26~~1, 2008) ~~and~~Through the final payment is due on December 31, 2010, with the total principal and interest payments totaling $275,000. The promissory note also provides for a late fee equal to 5% of payments not timely made and default interest of 21% per annum. GCM Ltd has made several of its quarterly payments after the due date, and on June 19, 2009, paid the $25,000 due on March 31, 2009. Cogenco has not declared default on these payments and has not assessed the 5% late charge or the 21% default interest on the amounts due. As noted, GCM Ltd is the principal shareholder of Cogenco, and therefore this is a related party transaction as is the decision not to impose the late charge or the default interest rate.2010

F-14



					Additional					Total
	Common stock				paid-in		Accumulated			stockholders'
	Shares		Amount		capital		deficit			equity (deficit)

Balance at March 31, 2008		1,233,000	$	12,330	$	6,150,558	$	(6,080,899	)	$	81,989

Net loss for the period ended September 30, 2008		-		-		-		(54,584	)		(54,584	)

Balance at September 30, 2008		1,233,000		12,330		6,150,558		(6,135,483	)		27,405

Net loss for the period ended March 31, 2009		-		-		-		(39,542	)		(39,542	)

Balance at March 31, 2009		1,233,000		12,330		6,150,558		(6,175,025	)		(12,137	)

Sale of common stock to related parties for		1,730,000		17,300		-		-			17,300


Net loss for the period ended March 31, 2010		-		-		-		(203,363	)		(203,363	)

Balance at March 31, 2010		2,963,000	$	29,630	$	6,150,558	$	(6,378,388	)	$	(198,200	)

~~COGENCO~~See ~~INTERNATIONAL,~~accompanying ~~INC~~notes. ~~(A Development Stage Company) NOTES TO FINANCIAL STATEMENTS March 31, 2008 and 2009~~

6.	Operating lease
	Cogenco entered into an office lease with an unaffiliated party for approximately 3,210 square feet at a rate of $5,350 per month over its term of 38 months from November 2005 through December 2008. A certificate of deposit of $84,727 was pledged as collateral on a letter of credit in the amount of $70,000 securing the lease. On May 28, 2008, the certificate of deposit in the amount of $85,436 was redeemed. Cash proceeds of $37,560 from the redemption were used to prepay the office rent through December 2008 and release Cogenco from the $70,000 letter of credit securing the lease. Since January 1, 2009, this property has been leased by Micro-Imaging Solutions, LLC (“MIS”), and Cogenco has subleased the property from MIS. Cogenco uses about one-half of the space in the office suite and reimburses MIS for one-half the rent paid to the unaffiliated landlord at $5,350 per month. The first extension will expire June 30, 2009, but MIS is negotiating with the landlord to extend the lease for an additional six months and Cogenco is continuing to utilize the office space.
7.	Subsequent events
	On April 28, 2009, as amended twice in June 2009, Cogenco entered into a Share Purchase Agreement (the “SPA”) with a single European investor to invest not less than $250,000 by June 30, 2009 and the balance of the anticipated $2.7 million investment by not later than July 31, 2009. Cogenco received €250,000 (approximately $346,000) from that investor on June 24, 2009 which amount Cogenco loaned to GCM Ltd on terms similar to the promissory note entered into with GCM Ltd in March 2008, but payable in a single, lump-sum payment in June 2010. GCM Ltd committed to use these funds to provide a limited amount of financing for certain second-tier subsidiaries of GCM Ltd. (the “Solar Panel Subsidiaries”). If received, Cogenco plans to use the balance of the proceeds from the investor for general and administrative purposes, to pay a fee to Genesis Capital Management AG (“GCM AG) for introducing the investor, and to lend the balance of the proceeds from the offering to GCM Ltd. GCM Ltd will use the funds in part to repay the approximately $185,900 of indebtedness owed by GCM Ltd to Cogenco pursuant to the terms of a Promissory Note dated March 7, 2008. It should be noted that (as described above), GCM Ltd owes $25,000 per quarter on the promissory note, and has been late in making certain of the payments on the note. Cogenco has not yet imposed the 5% late fee or the 21% default interest against GCM Ltd, its principal shareholder.
	The €250,000 (approximately $346,000) Cogenco loan to GCM Ltd and any future transfer of funds to GCM Ltd will be to provide a limited amount of financing for the Solar Panel Subsidiaries pending the availability of more substantial financing that is necessary for the completion of their business plan (which financing may not be available on commercially reasonable terms, if at all). Cogenco is continuing negotiations for financing to negotiate and complete a possible acquisition of the Solar Panel Subsidiaries which are in the process of planning, financing and building a plant to manufacture high-tech solar panels using thin film technology in Europe and Asia.

F-4

~~F-15~~GENESIS SOLAR CORPORATION

(formerly Cogenco International, Inc.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

For the years Ended March 31, 2009 and 2010 and CUMULATIVE AMOUNTS

from Inception of the Development Stage (October 1, 2008) Through March 31, 2010

							Cumulative
							amounts from
	2009			2010			Inception

Cash flows from operating activities:
Net loss	$	(94,126	)	$	(203,363	)	$	(242,905	)
Adjustment to reconcile net loss to net
cash used in operating activities:
Depreciation expense		783			783			1,174
Change in interest receivable and prepaid
expense		(7,995	)		(3,701	)		2,303
Change in accounts payable and
accrued expenses		(13,940	)		33,107			25,383

Net cash used in operations		(115,278	)		(173,174	)		(214,045	)

Cash flows from investing activities:
Receipts on note receivable		63,613			90,788			134,185
Certificate of deposit redeemed		84,727			-			-

Net cash provided by investing activities		148,340			90,788			134,185

Cash flows from financing activities:
Proceeds from sale of stock		-			17,300			17,300
Proceeds from officer loan		-			40,000			40,000

Net cash provided by financing activities		-			57,300			57,300

Net increase (decrease) in cash		33,062			(25,086	)		(22,560	)

Cash and cash equivalents at
beginning of period		1,386			34,448			31,922

Cash and cash equivalents at
end of period	$	34,448		$	9,362		$	9,362

See accompanying notes.

F-5

GENESIS SOLAR CORPORATION

(formerly Cogenco International, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009 and 2010

1. Significant accounting policies

Organization:

Genesis Solar Corporation, formerly known as Cogenco International, Inc. (the “Company”) was incorporated under the laws of the State of Colorado on June 27, 1983, for the purpose of engaging in the cogeneration business (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). The Company commenced active business operations after it completed its initial public offering of securities in February 1985, pursuant to which the Company realized total net proceeds of approximately $1,000,000. The Company eventually depleted its financial resources and was not able to secure additional capital to continue active business operations. The Company ceased active business operations in early 1988. The Company has been seeking potential business opportunities since that time, has maintained itself as a validly existing Colorado corporation, and has continued to make filings under Section 15(d) of the Securities Exchange Act of 1934.

Effective December 7, 2009 the Company changed its name from Cogenco International, Inc. to Genesis Solar Corporation when the Company’s Amended and Restated Articles of Incorporation became effective under Colorado law. Based on the business operations and transactions the Company hopes to engage in (further described below under the heading Potential Transaction with Genesis Energy Investment Plc), in November 2009 the Company’s Board of Directors believed it was appropriate to change the Company’s name to Genesis Solar Corporation and thereafter caused the Company to effect the name change. Genesis Solar has made the filings it believes are necessary with the Financial Industry Regulatory Authority (“FINRA”) to obtain a new symbol for the Company’s common stock, and to reflect the name change in the financial markets; however as of June 18, 2010 the Company has not been assigned a new trading symbol.

Except for a series of private equity financings in 2005, 2006, and 2007 totaling approximately $4.7 million, and the activities described below with DMI BioSciences, Inc. (“DMI”), and the potential transaction with Genesis Energy Investment Plc (also described below) the Company has not engaged in active business operations for more than the past five years. The Company has not received any revenues from operations for more than the past ten years.

Effective October 1, 2008, the Company decided to begin a search for a new business opportunity.

F-6

GENESIS SOLAR CORPORATION

(formerly Cogenco International, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009 and 2010

1. Significant accounting policies (continued)

Organization (continued):

During our 2004 fiscal year, we entered into a letter of intent and then an agreement with DMI by which we agreed to participate in the development of a drug for the treatment of asthma in humans. We amended those agreements at various times, and in 2006 the Company converted its $3,250,000 investment into 1,000,000 shares of DMI common stock in accordance with the pre-existing agreements. The Company entered into certain stock purchase agreements with DMI under which the Company purchased an additional 673,256 shares at an aggregate purchase price of $580,000. We had a right to purchase additional shares and receive a warrant to purchase another 1,000,000 shares, however we did not complete that purchase. In March 2008, we sold our entire interest in DMI. We are no longer pursuing any business opportunities or transactions with DMI.

In February 2008 we received an inquiry from the Securities and Exchange Commission regarding the potential application of the Investment Company Act of 1940 (the “ICA”) to the Company. In order to avoid ICA regulation, potential regulatory action, and the cost attendant to registration and operation under the ICA, the Company determined it to be preferable to sell its DMI shares to Genesis Biotechnology Fund Limited (“GBF”) and Genesis Capital Management Limited (“GCM Ltd”), which were already majority shareholders of the Company. Accordingly, on March 7, 2008 the Company entered into two separate stock purchase agreements to complete the transaction:

The Company entered into a stock purchase agreement with GBF to sell 1,423,256 shares of DMI common stock to GBF in consideration for GBF surrendering 1,423,256 shares of the Company’s common stock. These shares have been cancelled.

The Company entered into a stock purchase agreement with GCM Ltd to sell 250,000 shares of DMI common stock to GCM Ltd for $250,000, for which the Company received a promissory note. The promissory note issued by GCM Ltd carries 6% interest and provides that GCM Ltd will pay the Company $25,000 per quarter. The first payment is due on June 30, 2008 and the final payment of $24,211 is due on December 31, 2010, with the total principal and interest payments totaling $274,211

The Company is no longer a shareholder of DMI and does not intend to pursue business opportunities with DMI. The Company therefore entered a new development stage as more fully defined in the guidance in Section 915 of FASB Accounting Standards Codification.

F-7

GENESIS SOLAR CORPORATION

(formerly Cogenco International, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009 and 2010

1. Significant accounting policies (continued)

Basis of presentation:

The financial statements have been prepared on a going concern basis which contemplates the realization of assets and liquidation of liabilities in the ordinary course of business. As shown in the accompanying financial statements, the Company has incurred significant losses from inception to date and does not have sufficient funds on hand to continue to fund operations. As a development stage company, the Company continues to rely on infusions of equity capital to fund operations. As a result, substantial doubt exists about the Company’s ability to continue to find future operations using its existing resources. The Company continues to seek equity investments of which there can be no assurance.

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 accounting:

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement:

Level 1: Quoted prices in active markets for identical assets or liabilities;

Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or

Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The carrying amounts of cash, cash equivalents, notes receivable, prepaid and accrued expenses, accounts payable, and note payable – officer are assumed to approximate fair value because of the short maturities of those instruments.

F-8

GENESIS SOLAR CORPORATION

(formerly Cogenco International, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009 and 2010

1. Significant accounting policies (continued)

Stock based compensation:

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. The Company has adopted FIN No. 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109” revised as set forth in Section 740 of the FASB Accounting Standards Codification.

After evaluating the tax positions taken, none are considered to be uncertain; therefore, no amounts have been recognized as of March 31, 2009 and 2010. Interest and penalties, if any, associated with tax positions are recorded in the period assessed as income tax expense. No interest or penalties have been assessed as of March 31, 2009 or 2010. Tax years that remain subject to examination include 2007 through the current period for Federal returns and 2006 through the current period for the state returns.

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.

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 $250,000 per institution by the Federal Deposit Insurance Corporation (FDIC). At various times during the year, the balance at one financial institution may exceed FDIC limits.

F-9

GENESIS SOLAR CORPORATION

(formerly Cogenco International, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009 and 2010

1.	Significant accounting policies (continued)

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.

Recently issued accounting pronouncements:

In June 2009, the Financial Accounting Standards Board (“FASB”) established the FASB Accounting Standards Codification (the “Codification” or “ASC”) as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. We have conformed the references in the notes to our financial statements to the new Codification.

In April 2009, the FASB issued an update to FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), to provide additional guidance on estimating fair value when the volume and level of transaction activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability. Additional disclosures are required regarding fair value in interim and annual reports. These provisions are effective for interim and annual periods ending after June 15, 2009. This guidance was adopted by the Company effective April 1, 2009. See note 1 for required disclosures.

In April 2009, the FASB issued an update to FASB ASC Topic 805, Business Combinations (“ASC 805”) authoritative guidance to require that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably determined. If the fair value of such assets or liabilities cannot be reasonably determined, then they would generally be recognized in accordance with certain other pre-existing accounting standards. This guidance also amends the subsequent accounting for assets and liabilities arising from contingencies in a business combination and certain other disclosure requirements. This guidance became effective for assets or liabilities arising from contingencies in business combinations that are consummated on or after October 1, 2009. Accordingly, the Company will record and disclose assets acquired and liabilities assumed in a business combination that arises from contingencies under the revised standard for transactions consummated, if any, after October 1, 2009.

F-10

GENESIS SOLAR CORPORATION

(formerly Cogenco International, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009 and 2010

1.	Significant accounting policies (continued)

Recently issued accounting pronouncements (continued):

In August 2009, the FASB issued Accounting Standard Update (“ASU”) No. 2009-05, Fair Value Measurements and Disclosure Topic 820, Measuring Liabilities at Fair Value authoritative guidance to provide clarification on measuring liabilities at fair value when a quoted price in an active market is not available. In these circumstances, a valuation technique should be applied that uses either the quote of the liability when traded as an asset, the quoted prices for similar liabilities or similar liabilities when traded as assets, or another valuation technique consistent with existing fair value measurement guidance, such as an income approach or a market approach. The new guidance also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. This guidance was adopted effective July 1, 2009. The adoption had no impact on our financial statements.

In January 2010, the FASB issued ASU No. 2010-04, Accounting for Various Topics — Technical Corrections to SEC Paragraphs. This update provides updates/corrections to various topics of the codification with regards to the SEC’s position on various matters. There is no new guidance, but it includes adjustments to the SEC’s position on already issued updates. Some of the main topics covered are as follows: 1) Requirements for using push down accounting in an acquisition 2) appropriate balance sheet presentation of unvested, forfeitable equity instruments, which are issued to nonemployees as consideration for future services, and 3) intangible assets arising from insurance contracts acquired in a business combination. The corrections are applicable for 2009 since the updates relate to already issued guidance. The adoption had no impact on our financial statements.

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements. This update provides amendment to the codification regarding the disclosures required for fair value measurements. The key amendments include: (a) a requirement to disclose transfer in and out of Level 1 and 2; (b) activity in Level 3 should show information about purchases, sales, settlements, etc. on a gross basis rather than as net basis; and (c) additional disclosures about inputs and valuation techniques. The new disclosure requirements are effective for periods beginning after December 31, 2009, except for the gross disclosures of purchases, etc. which is effective for periods beginning after December 15, 2010. The Company adopted this update on January 1, 2010, and it did not have a significant impact on the financial statements.

F-11

GENESIS SOLAR CORPORATION

(formerly Cogenco International, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009 and 2010

1.	Significant accounting policies (continued)

Recently issued accounting pronouncements (continued):

In January 2010, the FASB issued ASU 2010-02, Consolidation (Topic 810) — Accounting and Reporting for Decreases in Ownership of a Subsidiary — a Scope Clarification. This update provides clarification about Topic 810 (Previously SFAS 160) and clarifies that the derecognition provisions of Topic 810 apply to (a) a subsidiary or group of assets that is a business or nonprofit activity, (b) a subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture, and (c) an exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity. This update is effective for the first reporting period beginning after December 15, 2009. The Company adopted this update effective January 1, 2010, but did not experience any decreases in ownership of a subsidiary in the first quarter of 2010. Accordingly, the update did not have any impact on the financial statements as of March 31, 2010.

In December 2009, the FASB issued ASU 2009-17, Consolidation (Topic 810) — Improvements Financial Reporting by Enterprises Involved with Variable Interest Entities. This update amends Topic 810 and is a result of SFAS 166. This standard did not have a significant impact on the financial statements when it was adopted on January 1, 2010.

2. Stockholders’ equity

Stock issuances:

The Company did not issue any shares of its common stock during the year ended March 31, 2009.

On November 18, 2009 the Company issued 1,730,000 shares of common stock to eight individual investors (including our President Mr. Brenman, the other member of our Board of Directors, the principals of GCM Ltd, the chairman of GEI Plc, and certain other parties) pursuant to a private placement transaction. The Company received net proceeds of $17,300 from this transaction.

On November 18, 2009 the Company’s board of directors adopted and approved the 2009 Equity Incentive Plan and reserved 1,500,000 shares for issuance under the plan. To date, no options have been granted, or shares issued, under the plan.

F-12

GENESIS SOLAR CORPORATION

(formerly Cogenco International, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009 and 2010

2. Stockholders’ equity (continued):

Stock issuances (continued):

On March 29, 2010 the Company entered into a Share Purchase Agreement in form of a private placement agreement (the “PPA”) with Vital Source, S.A. The PPA provides for the sale of 3,500,000 shares of Company common stock at $10.00 per share. The PPA provides that the prospective investor is obligated pay the total purchase price of $35,000,000. If received, the Company currently plans to use the proceeds of the offering for the increase of capital of Genesis Solar España, S.L. (“GSE”) for €25,000,000 (approximately $31,000,000 US). The Company plans to use the balance of the investment for the payment to GCM Ltd. of $1,750,000 as a fee for introducing the investor to the Company. However, the Company expects GCM Ltd. to permit the Company to retain a portion of the fee necessary to allow it to meet certain of its near term general corporate obligations, although any portion retained by the Company will still be due and owing to GCM Ltd.

Stock cancellation:

The Company entered into a stock purchase agreement with Genesis Biotech to sell 1,423,256 shares of DMI common stock to Genesis Biotech in consideration for Genesis Biotech surrendering 1,423,256 shares of the Company’s common stock. These shares of the Company’s common stock have been received from Genesis Biotech and cancelled.

On April 28, 2009, as amended twice in June 2009, the Company entered into a Share Purchase Agreement (the “SPA”) with a single European investor (which was not otherwise affiliated with the Company) to invest not less than $250,000 by June 30, 2009 and the balance of the anticipated $2.7 million investment by not later than July 31, 2009. The shares of the Company’s common stock were to be issued to the European investor at $5.00 per share. The Company did not receive any funds from the European investor as contemplated in the SPA and no shares of the Company’s common stock were issued pursuant to the SPA. On October 22, 2009, the Company’s Board of Directors affirmatively terminated the SPA and notified the investor of its termination.

F-13

GENESIS SOLAR CORPORATION

(formerly Cogenco International, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009 and 2010

3. Income taxes

Effective April 1, 2007, the Company adopted the provision of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes.

No provision for income taxes is required for the years ended March 31, 2008 and 2009 or the period from inception of the development stage (October 1, 2008) through March 31, 2009 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 $236,000, of which only $11,800 may be used in any one year. The 2007 and prior aggregate net operating loss carryforward for Federal income tax reporting purposes is limited to approximately $71,000 in any one year. Furthermore, future acquisition by the company could further limit utilization of net operating loss carryforwards. If not used to offset future taxable income, the carryforwards will expire as follows:

2010	$	2,000
2011		12,000
2012		9,000
2013		24,000
2019		8,000
2020		14,000
2021		12,000
2022		16,000
2023		17,000
2024		58,000
2025		184,000
2026		151,000
2027		103,000
2028		94,000
2029		203,000
	$	907,000

F-14

GENESIS SOLAR CORPORATION

(formerly Cogenco International, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009 and 2010

3. Income taxes (continued):

As of March 31, 2009 and 2010, total deferred tax assets and valuation allowance are as follows:

		2009			2010
Deferred tax assets resulting from:
Loss carryforward	$	287,000			346,900
Future deduction for research and
development and accrued officer salary and interest		90,200			90,600
Valuation allowance		(377,200	)		(437,500	)
	$	-		$	-

4. Related party transactions

As described in Note 3, “Stockholders’ equity - Stock issuances” above, the Company has entered into agreements with related parties to acquire certain business opportunities. Because of the significant control through stock ownership of the parties involved, these transactions must be considered related party transactions not negotiated at arms’-length.

In November 2004 the Company’s Board of Directors approved an employment agreement with its president, David W. Brenman. The material terms of the employment agreement are as follows:

Annual salary shall be $150,000;

Employment is for a 5 year term, and then automatically continuing for additional one year terms unless either party provides written notice of its intent to terminate the agreement;

The employee is subject to Confidentiality/non-competition/protection of trade secrets/non-solicitation provisions;

The employment agreement provides for premature termination in certain circumstances; and

The employee has certain rights in the event of a change of control of the Company including a two year extension of his employment term and a requirement that his full salary (through the term of the agreement) be paid to him within 30 days of such change of control. Change of control can also constitute a basis on which the employee can terminate the agreement prematurely.

F-15

GENESIS SOLAR CORPORATION

(formerly Cogenco International, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009 and 2010

4. Related party transactions (continued)

The Employment Agreement commenced September 30, 2005 when the Company paid DMI pursuant to a co-development agreement. Mr. Brenman agreed to suspend without interest the accrual of his salary effective as of March 31, 2008. As of March 31, 2008 the total accrued amount owed to Mr. Brenman was $241,750, and as of March 31, 2010 and subsequently, this continues to be the amount owed. The Company’s Board of Directors may later agree to recommence accruing or paying Mr. Brenman’s salary at a future time if deemed appropriate.

During the quarter ended September 30, 2009, Mr. Brenman advanced the Company $40,000 to provide the Company additional liquidity to pay its obligations pursuant to the terms of a promissory note issued by the Company (the “Note”). The Note is a demand note and accrues interest at 5%. Principal and accrued interest is due in full upon demand by Mr. Brenman.

Since October 2005, the Company has been sharing office lease expenses with Micro-Imaging Solutions, LLC (“MIS”), a company affiliated with Mr. Brenman. See the description below in Note 6, “Operating Lease” for more information about this transaction.

In March 2008 the Company sold the shares of DMI common stock to GBF and GCM Ltd as described in Note 1, above. GBF and GCM Ltd are related parties in that they are related to each other and to Genesis Investment Funds Limited (“GIF”), an entity based in Saint Vincent that owns 85% of the outstanding shares of the Company’s common stock. The two directors of the Company are minority (less than 1%) holders of shares issued by GIF.

Included as a part of the sale of the DMI stock, the Company sold 250,000 shares of DMI common stock to GCM Ltd for $250,000, for which the Company received a promissory note. The promissory note issued by GCM Ltd carries 6% interest and provides that GCM Ltd will pay the Company $25,000 per quarter. The first payment was due on or before June 30, 2008 (paid on June 26, 2008) and the final payment of $24,211 is due on December 31, 2010, with the total principal and interest payments totaling $274,211. The promissory note also provides for a late fee equal to 5% of payments not timely made and default interest of 21% per annum. GCM Ltd has made several of its quarterly payments after the due date, and on June 19, 2009, paid the $25,000 due on March 31, 2009. The Company has not declared default on these payments and has not assessed the 5% late charge or the 21% default interest on the amounts due. As noted, GCM Ltd. is the principal shareholder of the Company, and therefore this is a related party transaction as is the decision not to impose the late charge or the default interest rate.

F-16

GENESIS SOLAR CORPORATION

(formerly Cogenco International, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009 and 2010

5. Operating lease

In October 2005, the Company entered into an office lease with an unaffiliated party for approximately 3,210 square feet at a rate of $5,350 per month over its term of 38 months. With the consent of the unaffiliated landlord, the Company has agreed to sublease a portion of the space (approximately 1,605 square feet) to another company (Micro-Imaging Solutions, Inc. or “MIS”) for $2,675 per month (the Company’s cost). An affiliate of David Brenman has a significant equity interest in MIS and Mr. Brenman is a manager of MIS. The lease and sublease was approved by the remaining members of the Company board of directors, including David Brenman’s father and his brother-in-law. A certificate of deposit of $85,436 was pledged as collateral on a letter of credit in the amount of $70,000 securing the lease. On May 28, 2008, the certificate of deposit was redeemed. Cash proceeds of $37,560 from the redemption were used to prepay the office rent through December 2008 and release the Company from the $70,000 letter of credit securing the lease. The lease expired December 2008 and MIS entered into the lease with the unaffiliated landlord and subleased one-half of the space to the Company. The Company paid MIS $2,675 per month for its use of one-half of the space during the remaining term of that lease.

On January 1, 2010, the Company moved its offices to 600 South Ulster Street, Suite 800, Denver, CO 80237. The office is leased by MIS, and the Company subleases office space from MIS on a month-to-month basis. The Company currently pays approximately $2,292 per month under this arrangement.

6. Subsequent events

On May 12, 2010 the Company entered into an Amended and Restated Stock Purchase Agreement with GEI Plc (an affiliate of GCM Ltd) regarding the Company’s potential acquisition of the “Solar Panel Subsidiaries” (being Genesis Solar España, S.L., Genesis Solar Singapore Pte. Ltd., and Genesis Solar Hungary Kft). This agreement amended and restated the agreement the parties initially entered into on August 11, 2009 and then amended twice subsequently (on November 24, 2009 and January 19, 2010) regarding the potential acquisition of the Solar Panel Subsidiaries. The Restated Agreement provides that an initial closing into escrow will occur by September 30, 2010 and the final closing will occur by December 31, 2010.

The parties completed the Initial Closing on May 25, 2010 at which time the Company deposited share certificates with the escrow agent representing 14,146,093 shares of the Company’s common stock, and certain other certificates and documents. The shares deposited are allocated for the purchase price of GSE, GSS, GSH, and certain intellectual property owned by GEI Plc (the “GEI Know How”) as follows:

F-17

GENESIS SOLAR CORPORATION

(formerly Cogenco International, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009 and 2010

6. Subsequent events (continued)

A minimum of 8,950,000 shares and up to an additional 4,809,600 shares of Company common stock will be issued for the GSE equity interest (depending on the amount of “Seller Invested Funds” – being assets and or funds invested by GEI Plc into GSE and either available to GSE for use following the closing, or used by GSE prior to the closing where the Company has approved such use);

25,000 shares of Company common stock will be issued for the GSS equity interest;

25,000 shares of Company common stock will be issued for the GSH equity interest; and

336,493 shares of Company common stock will be issued for the GEI Know How.

F-18

Date: July 8, 2009

COGENGO INTERNATIONAL, INC.

/s/ David W. Brenman

David W. Brenman, President

Filing Compare · Genesis Solar Corp