U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB


(Mark One)

[ X ]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 2002

[    ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE ACT

         For the transition period from             to


                         Commission File Number 1-11055

                                  Epigen, Inc.
        (Exact name of small business issuer as specified in its charter)

                Delaware              _                        04-3120172
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification
                                                                  Number)

                69 North Tower Hill Road, PO Box L, Millbrook, NY
                 12545 (Address of principal executive offices)
                                   (Zip Code)

                                 (845) 677-5317
                 (Issuer's telephone number including area code)

            (Former name, former address and former fiscal year, if
                        changed since last report): n/a

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ X ]                          No [   ]

The number of shares outstanding of the issuer's Common Stock, par value $.01
per share, at May 14, 2002 was 1,395,154.

Transitional Small Business Disclosure Format (check one):

                                    Yes [ X ]                          No [   ]


<PAGE>



                                  EPIGEN, INC.
                         (Formerly COD Associates, L.P.)
                          (A Development Stage Company)

                                      INDEX


                                                                          Page
                                                                         Number

PART I        FINANCIAL INFORMATION

Item 1.       Financial Statements

              Balance Sheets
                  at March 31, 2002 and December 31, 2001                     1

              Statements of Operations
                  for the three month periods ended March 31, 2002
                  and March 31, 2001, and cumulative
                  from inception (January 28, 1987) to March 31, 2002         2

              Statements of Cash Flows
                  for the three month periods ended March 31, 2002
                  and March 31, 2001, and cumulative from
                  inception (January 28, 1987) to March 31, 2002              3

              Notes to Financial Statements                               4 - 6

Item 2.       Management's Discussion and Analysis or Plan of Operation   7 - 9


PART II  OTHER INFORMATION

Item 2(c)     Information Regarding the Sale of Unregistered Securities During
              the three month period ended March 31, 2002                   10

Item 5.       Other Information                                             10

Item 6.       Exhibits and Reports on Form 8-K                              11


SIGNATURES  ................................................................12
<PAGE>

                              EPIGEN, INC.
                    (Formerly COD Associates, L.P.)
                     (A Development Stage Company)
                             BALANCE SHEETS
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                                   March 31,    December 31,
                                                                      2002            2001
                                                                      ----            ----
ASSETS
Current Assets:
   Cash and cash equivalents ..............................   $     78,122    $    121,538
  Loan and interest receivable - officer
                                                                   112,718         110,206
   Prepaid expense
                                                                     3,000            --
                                                                     -----          -----
      Total Current Assets
                                                                   193,840         231,744

Office and lab equipment, net
of accumulated depreciation of
   $64,585 and $61,918
                                                                    34,336          37,003
                                                                    ------          ------
      Total Assets ........................................   $    228,176    $    268,747
                                                              ============    ============

LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
   Note payable demand ....................................   $    105,805    $    105,805
   Due to officers
                                                                   797,334         785,523
   Notes payable - bridge loans ...........................      1,100,000
                                                                                   600,000
   Accrued interest due to officers
                                                                   142,390         130,307
   Accrued direct research & development costs
                                                                   679,410         656,102
   Accrued professional fees
                                                                   716,151         592,495
   Accrued payroll
                                                                     3,045           7,084
   Other accrued expenses
                                                                    85,825         114,522
                                                                    ------         -------
      Total Current Liabilities ...........................      3,629,960       2,991,838
                                                                 =========       =========


STOCKHOLDERS' DEFICIT
   Preferred Stock - 15,000,000 shares authorized of which:
     3,000,000 shares designated as Series A, $.01 par
       value, issued and outstanding - 184,332 shares at
       March 31, 2002 and December 31, 2001
                                                                     1,843           1,843
     500,000 shares designated as Series B, $.01 par value, issued and
       outstanding - 37,500 shares at March 31, 2002 and December 31, 2001
                                                                       375             375
   Common Stock - 50,000,000 shares authorized, $.01 par value, issued and
     outstanding - 1,395,154
       shares at March 31, 2002
                                                                    13,952          13,945
   Additional paid-in capital .............................     21,004,447      20,996,944
   Stock subscriptions payable
                                                                   300,000         300,000
   Deficit accumulated during development stage ...........    (24,722,401)    (24,036,198)
                                                               -----------     -----------
      Total Stockholders' Deficit .........................     (3,401,784)     (2,723,091)
                                                                ----------      ----------

      Total Liabilities & Stockholders' Deficit ...........   $    228,176    $    268,747
                                                              ============    ============


<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


</TABLE>

                                       1
<PAGE>


                      EPIGEN, INC
              (formerly COD Associates, L.P.)
               (A Development Stage Company)


                STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                                     Cumulative
                                                                For the Three .......For the Three                      from
                                                                Months Ended ....... Months Ended                    Inception to
                                                                  March 31, .........  March 31,                       March 31,
                                                                    2002                 2001                            2002
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Revenues:
 Contract research .............................................$    --           $       --                         $        5,000
 Licensing fees                                                                                                               1,600
 Management fee income                                                                                                       23,219
 Interest income                                                       2,362                3,467                            266,031
                                                                   ------------       ------------                    --------------
       Total Revenues                                                  2,362                3,467                            295,850
                                                                   ------------       ------------                    --------------
                                                                   ------------       ------------                    --------------

Operating Costs & Expenses:
 Direct research & development                                          253,315             96,082                        9,841,339
 General & administrative                                               421,683            321,452                       13,179,161
 Fees due to General Partner of the Predecessor
  & affiliates, forgiven and contributed to capital
                                                                       --                  --                             1,188,893
 Interest expense, net
                                                                      13,567              13,011                          1,017,452
                                                                   ------------        ------------                   --------------
                                                                   ------------        ------------                   --------------
      Total Operating Costs & Expenses                                688,565            430,545                         25,226,845
                                                                   ------------        ------------                   --------------
                                                                   ------------        ------------                   --------------

Net (loss) before extraordinary items ...............................(686,203)           (427,078)                      (24,930,995)

Extraordinary Item:
 Cancellation of debt income                                             --                  --                             208,594
                                                                   ------------        ------------                   --------------
                                                                   ------------        ------------                   --------------

Net (loss) ......................................................$   (686,203)       $   (427,078)                     $(24,722,401)
                                                                  ============         ============                   ==============
                                                                  ============         ============                   ==============

Basic and Diluted Earnings Per Share
  Net loss per share before extraordinary item ..................$      (0.49)       $      (0.33)
  Net loss per share on extraordinary item
                                                                   ------------       --------------
                                                                   ------------       --------------
                                                                   ------------       --------------
Net Loss Per Common Share ..............................................(0.49)              (0.33)
                                                                  ============        ==============
                                                                  ============        ==============

Weighted average number of shares
  of common stock outstanding .......................................1,394,828           1,275,228
                                                                  ============        ==============
</TABLE>

                                       2
<PAGE>


                      EPIGEN, INC.
            (Formerly COD Associates, L.P.)
             (A Development Stage Company)
                STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                                                 Cumulative
                                                            For the Three    For the Three          from
                                                             Months Ended      Months Ended     Inception to
                                                              March 31,        March 31,         March 31,
                                                                2002              2001              2002
                                                           ----------------  ---------------  -----------------
                                                           ----------------  ---------------  -----------------
Cash Flows From Operating Activities:
 Net loss                                                      $ (686,203)      $ (427,078)     $ (24,722,401)
 Adjustments to reconcile net loss to
  net cash from operating activities:
   Depreciation and amortization expense
                                                                     2,667            1,068            125,530
   Non-cash expenses paid in equity interest
                                                                         -                -          2,862,880
   Non-cash compensation expense associated
    with the grant of stock options and warrants
                                                                         -                -            427,964
 Debt converted to equity
                                                                     7,510           23,000          3,840,647
 Changes in operating assets and liabilities:
  Increase in prepaid expenses
                                                                   (3,000)                             (3,000)
  Increase (decrease) in accrued direct
   research and development costs
                                                                    23,308           77,201            679,410
  Increase (decrease) in accrued professional fees
                                                                   123,656           12,323            716,151
  Increase (decrease) in accrued payroll
                                                                   (4,039)           21,012              3,045
  Increase (decrease) in accrued expenses to
   affiliates, printing charges and other expenses
                                                                  (28,697)         (92,117)             85,825
                                                           ----------------  ---------------  -----------------
                                                           ----------------  ---------------  -----------------
     Net Cash Provided By (Used In) Operating Activities
                                                                 (564,798)        (384,591)       (15,983,949)
                                                           ----------------  ---------------  -----------------
                                                           ----------------  ---------------  -----------------

Cash Flows From Investing Activities:
 Purchase of office and lab equipment
                                                                         -                -          (102,916)
 Decrease (increase) in note and interest receivable
  from an officer/shareholder
                                                                   (2,512)          (3,467)          (112,718)
 Decrease (increase) in other assets
                                                                         -                -            (3,025)
 Increase in organizational costs
                                                                         -                -           (53,925)
                                                           ----------------  ---------------  -----------------
                                                           ----------------  ---------------  -----------------
     Net Cash Provided By (Used In) Investing Activities
                                                                   (2,512)          (3,467)          (272,584)
                                                           ----------------  ---------------  -----------------
                                                           ----------------  ---------------  -----------------

Cash Flows from Financing Activities:
 Increase in accrued interest payable
                                                                    12,083                             142,390
 Proceeds from issuance of common stock
                                                                         -          345,000         10,927,526
 Increase (decrease) in due to officers
                                                                    11,811          (5,000)            797,334
 Capital contributions
                                                                         -                -          2,141,600
 Proceeds from issuance of preferred stock
                                                                         -                -            820,000
 Increase (decrease) in note payable-demand
                                                                         -                -            105,805
 Increase in notes payable - bridge loans
                                                                   500,000                -          1,100,000
 Increase in stock subscriptions payable
                                                                         -                -            300,000
                                                           ----------------  ---------------  -----------------
                                                           ----------------  ---------------  -----------------
     Net Cash Provided By (Used In) Financing Activities
                                                                   523,894          340,000         16,334,655
                                                           ----------------  ---------------  -----------------
                                                           ----------------  ---------------  -----------------

Net increase (decrease) in cash and cash equivalents
                                                                  (43,416)         (48,058)             78,122
Cash and cash equivalents, beginning of period
                                                                   121,538           59,199                  -
                                                           ----------------  ---------------  -----------------
                                                           ----------------  ---------------  -----------------

Cash and cash equivalents, end of period                         $  78,122        $  11,141         $   78,122
                                                           ================  ===============  =================
                                                           ================  ===============  =================

Supplemental Disclosure of Cash Flow Information:
  Interest paid during the period                                $   1,022        $   1,612         $   89,725
  Income taxes paid during the period                            $   2,444         $    380         $   13,447

</TABLE>


                                       3
<PAGE>






                                  EPIGEN, INC.
                         (Formerly COD Associates, L.P.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


1.     Basis of Presentation:

         The financial statements as of March 31, 2002 are unaudited, but
         include all adjustments (consisting of normal, recurring adjustments)
         which the Company considers necessary for a fair presentation of such
         interim financial statements. The results of operations for the three
         month periods ended March 31, 2002 and March 31, 2001 are not
         necessarily indicative of the results for the entire year. The
         financial statements and notes are presented as permitted by Form
         10-QSB and do not contain certain information included in the Company's
         annual financial statements and notes.

2.     Cash and Cash Equivalents:

         Cash and cash equivalents include all funds held in checking and money
         market bank accounts.

3.     Net Loss per Share:

         Net loss per share is based on the weighted average number of shares of
         Common Stock outstanding during the period. All outstanding warrants
         and options have been excluded from the calculation as they are
         antidilutive.

4.     Licensing Agreements:

         The Company's technology was originally licensed from Boston Biomedical
         Research Institute ("BBRI"). In 1993, BBRI transferred ownership of all
         licensed technology to Epigen, Inc. Conditions in the transfer of
         ownership provide, among other things, for royalty payments to BBRI.
         Currently, royalty payments to BBRI are capped at 3% of the net selling
         price of products containing Human Carcinoma Antigen or epiglycanin.
         The licensing agreement also provides for the indemnification of BBRI
         by the Company against product liability claims incurred.

         During 1992, the Company entered into a contract with the University of
         Oslo (the "University") in close collaboration with BBRI for the
         characterization of the Human Carcinoma Antigen. The agreement calls
         for payment to the University of 1% of net sales for any human
         therapeutic product utilizing these patent or biological material
         rights sold to third parties.

         During 1993, the Company entered into an agreement with Massachusetts
         General Hospital ("MGH") to license certain antibodies for use in
         developing the in-vitro diagnostic test, the in-vivo imaging agent and
         the therapeutic vaccine. Under the agreement, the Company is required
         to pay royalties ranging from 2% to 5% of the net sales price, as
         defined, depending on the country in which the product is sold. The
         term of the agreement expires, on a country-by-country basis, eight
         years after the first commercial sale or for the life of a valid patent
         in a country, whichever occurs first.

                                       4
<PAGE>


                                  EPIGEN, INC.
                         (Formerly COD Associates, L.P.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

4.     Licensing Agreements (cont.):

         Pursuant to the Company's agreement with BBRI, if royalties are to be
         paid to both BBRI and MGH, the aggregate royalty payable to BBRI and
         MGH shall not exceed 6% of the net selling price of any licensed
         product or process. On June 12, 1995, MGH agreed to reduce royalty
         payments due pursuant to the June 1, 1993 agreement by 50% to between
         1% and 2.5%.

         The Company entered into an agreement dated as of March 31, 1999 with
         Vacold, LLC for the creation of an IgG antibody. In lieu of cash,
         Vacold received 433,705 shares of the Company's common stock. In
         addition, Vacold is to receive a 3% royalty on Epigen's sales that
         include any IgG antibodies developed in Vacold's laboratory. A second
         contract was negotiated with Vacold for ongoing R&D. Vacold was to be
         responsible for the optimization and demonstration of the new assay to
         prospective strategic partners. The Agreements with Vacold were
         terminated on October 1, 2000 by mutual consent. The Company has opened
         a new laboratory at the University of Rochester in Rochester, NY, to
         continue the development of diagnostics.

5.     Related Party Transactions:

         Due to Officers:

         Amounts due to officers as of March 31, 2002 and December 31, 2001 were
approximately as follows:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                        March 31, December 31,
                                                                           2002         2001
                                                                           ----         ----

         Donald Fresne, Chairman of the Board and Chief
                  Executive Officer                                    $732,234       $730,123

         Richard Kent, Vice Chairman of the Board and Secretary          65,100         55,400
                                                                         ------         ------
                         Total                                         $797,334       $785,523
                                                                       ========       ========
</TABLE>

         These amounts are principally due from accrued salary and life
         insurance premiums pursuant to current and prior employment agreements.
         In addition, accrued interest related to these amounts totaled $49,313
         at March 31, 2002 and $40,551 at December 31, 2001.

         Due from Officers:

         Amounts receivable (including accrued interest) from Donald Fresne,
         Chairman of the Board and Chief Executive Officer were as follows for
         the three months ended March 31, 2002:
                       Balance January 1, 2002            $110,206
                       Additions                             2,512
                                                             -----
                       Balance March 31, 2002             $112,718
                                                           ========


                                       5
<PAGE>

                                  EPIGEN, INC.
                         (Formerly COD Associates, L.P.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

5.       Related Party Transactions (Continued)

       Leased Office Space:

         The Company has leased (and continues to lease) since 1994 office space
         from a company wholly owned by the Chairman of the Board of Directors.
         Total rent paid through 1997 totaled $184,573. In 1998, this lease was
         renewed at a rate of $3,000 per month for a term of three years,
         expiring May 2001. In 2001, this lease was renewed at a rate of $3,000
         per month for a term of three years, expiring in May 2004. Rent expense
         was $9,000 for the three months ended March 31, 2002 and 2001,
         respectively.

6.     Equity Transactions During the Three Months Ended March 31, 2002:

         The Company issued an additional 653 shares of common stock in
         coordination with a licensing agreement with the University of
         Rochester. The value of these shares for purposes of the licensing
         agreement is $11.50 per share totaling $7,510. The shares were issued
         at par with the balance of the price recorded as additional paid in
         capital.

         During January 2002, Registrant issued an aggregate of $500,000
         principal amount of its 6% unsecured promissory notes with detachable
         warrants through a private placement arranged through Investec Ernst &
         Company, Inc. to a group of investors. Such notes are automatically
         convertible into shares of Registrant's Common Stock in the event the
         proposed private placement for an aggregate of up to $7,000,000 occurs
         at a rate of $6.46 per share, or an aggregate of 161,920 shares of
         Common Stock. In addition, upon such conversion the holders of such
         notes will receive warrants for an aggregate of 161,290 shares of
         Common Stock exercisable during the three year period following
         conversion at a rate of $4.32 per share. The detachable warrants may be
         exercised through January 28, 2005 for an aggregate of 72,050 shares of
         Common Stock at a rate of $6.46 per share. In the event the closing of
         the proposed private placement for an aggregate of $7,000,000 does not
         close by January 28, 2003, such notes shall be automatically converted
         into shares of Common Stock and warrants to purchase Common Stock at a
         rate equal to 20% less than the projected price of the securities
         intended to be sold in such private placement.



                                       6
<PAGE>




                                  EPIGEN, INC.
                         (Formerly COD Associates, L.P.)
                          (A Development Stage Company)


PART I   FINANCIAL INFORMATION

Item 2.           Management's Discussion and Analysis or Plan of Operation

The Company presently is insolvent and unable to pay its debts as they become
due. Certain of the officers have agreed temporarily to allow part of their
salaries and other benefits to accrue. Currently, liabilities exceed assets.
Should a sufficient number of the Company's creditors pursue the obligations
owed them, the Company might be forced into a voluntary or involuntary
bankruptcy proceeding.

During the period from June 28, 2000 through August 2, 2000, however, the
Company completed a series of conversions of debt to stock, primarily with
existing stockholders and the Company's officers, which reduced its outstanding
liabilities by an aggregate of $2,966,415 from $4,607,906 to $1,641,491. As a
result of such conversions, the Company issued an aggregate of 2,393,114 shares
of its Common Stock, and 1,493,306 shares of its Series A Preferred Stock. The
Company is continuing its efforts to reduce its liabilities through equity
conversions as appropriate opportunities are presented.

In addition to debt reduction, the Company continues to pursue funding from a
variety of sources. Effective July 12, 2001, the Company entered into a letter
of intent for the private placement of up to $7,000,000 of the Company's
securities. There can be no assurance that such private placement will be
successful, or that the Company will be successful in its efforts otherwise to
raise additional capital. The Company continues to pursue its business plan to
the extent resources permit.

The Company believes that it has produced enough data indicating that the HCA
Test can be used as a confirmatory test for prostate cancer.

The Company does not presently have the resources to complete the development
of, or conduct prospective clinical trials on, new products. It has never been
part of the Company's strategy to market any of its products. The Company is
focusing on the optimum financial opportunity this technology should afford and
is presently negotiating a license agreement with a major biopharmaceutical
company to distribute the products upon FDA approval. No assurance can be made
that the Company will be successful in negotiating a definitive license
agreement or that, upon execution, the Company will be able to complete
development of the HCA Test in order to receive FDA approval or to commence its
manufacture and distribution.

Upon funding, the Company intends to complete the development of and conduct
prospective clinical trials on its confirmatory test for prostate cancer, a
prerequisite for seeking FDA approval.

The Company has hired Paul Schnipelsky, Ph.D., former Vice President of Research
from Ortho-Clinical Diagnostics, John L. Daiss,Ph.D., former Fellow, John C.
Mauck, Ph.D., and several technicians formerly employed by Ortho-Clinical
Diagnostics, Inc.  TheCompany also has retained Terry Platt, Ph.D., as a
consultant.  The Company opened a laboratory at the



                                       7
<PAGE>


                                  EPIGEN, INC.
                         (Formerly COD Associates, L.P.)
                          (A Development Stage Company)

University of Rochester in Rochester, New York in February 2001 where such
persons continue the development of the Company's products.

The Company, through collaborations with hospitals in the Northeast and a major
biopharmaceutical company, has completed a large clinical study on over 400
prostate cancer patients. The Company believes that the results demonstrate the
viability of the HCA Test as a diagnostic aid. The study reveals the following
results in a comparison between its HCA and PSA:

                           Parameter             HCA          PSA
                           ---------             ---           --
                           Sensitivity      96.4% (94%, 99%)  81.5%
                           Specificity      92.2% (89%, 96%)  51.6%
                           PPV(1)           90.9% (87%, 95%)  57.5%
                           NPV(2)           97%   (95%, 99%)  77.6%

         (1) Positive Predictive Value
         (2) Negative Predictive Value

Sensitivity is a measure of true positive or false negative. If there are 100
lesions and a test identifies 80 of these, the sensitivity is 80%. True (+) 80,
false negative (20).

Specificity is a measure of true negative or false positive. If there are 100
patients with no lesions and a test identifies 20 lesions, the specificity is
80%. True (-) 80, false (+) 20.

The above table was developed in collaboration with a major biopharmaceutical
company. Based on the above study, the Company believes that once the HCA Test
is fully developed, it should serve as a highly accurate means for the detection
of the absence or presence of prostate cancer. In addition, the HCA Test should
eliminate many unnecessary painful biopsies and saving the health care industry
in excess of one billion dollars per year.

The study was conducted using IgM antibodies. The industry prefers IgG
antibodies because of their smaller size and faster reactivity. The Company has
successfully raised IgG antibodies that are 20% of the size of IgM antibodies.
These antibodies have faster reactivity and avoid problems indigenous to IgM
antibodies. The Company is now optimizing its assay by testing the various
combinations of IgG and IgM antibodies to determine which combination gives the
best results.

The Company has also entered into collaborations with hospitals to develop a
confirmatory test for breast cancer. One of the collaborators has collected
serum samples from 500 patients who have had positive mammograms and subsequent
biopsies. This will allow the Company to demonstrate the ability of the HCA Test
to differentiate between cancer and normals and confirm the presence of a
carcinoma. It is generally accepted that mammograms have a 95% false positive
rate. The Company believes that the HCA Test should drop this false positive
rate to 5 - 10%. The Company believes from in-house preliminary data that the
HCA Test should also be an effective confirmatory test for breast cancer. As
soon as these data are available, a presentation will be made to prospective
strategic partners with the intent to license the technology. If successful, the
Company believes that the HCA Test will eliminate the need for unnecessary
sonograms and biopsies, reduce stress experienced by patients who have false
positives, and result in substantial savings to the health care industry.


                                       8
<PAGE>

                                  EPIGEN, INC.
                         (Formerly COD Associates, L.P.)
                          (A Development Stage Company)


 Item 2. Management's Discussion and Analysis or Plan of Operation (continued)
            ---------------------------------------------------------

In October 2000, the Company entered into a Memorandum of Understanding ("MOU")
with Medarex, Inc., a biopharmaceutical company, to jointly develop and market a
human monoclonal antibody therapeutic utilizing the Company's patented antigen.
A definitive agreement was signed effective August 10, 2001.

Preliminary in-vitro testing regarding the Company's therapeutic has shown that
the vaccine kills cancer cells within an hour without harm to normal cells.
Research on the Company's vaccine at Columbia Presbyterian has been deferred
until funding is available.

On June 6, 2001, the Company signed an MOU with AltaRex Corp. The MOU calls for
the Company to create a joint collaboration with AltaRex to develop a
therapeutic for epithelial cancers that will incorporate Epigen's monoclonal
antibodies and the HCA antigen in AltaRex's unique and proprietary immunization
strategy. AltaRex's technology combines the elevated levels of tumor-associated
antigens frequently observed in the blood of cancer patients with low levels of
non-human antibodies to form highly immunogenic circulating immune complexes
that can induce the patient's own potent immune response against the tumor.
Specifically, combinations of Epigen's anti-HCA antibodies and HCA will be
evaluated for immunogenic potential in AltaRex's Dendritic Cell Assay System.
Potent immunogenic combinations will be selected for further investigation and
rapid development for Phase I clinical trials.



                                       9
<PAGE>




                                  EPIGEN, INC.
                         (Formerly COD Associates, L.P.)
                          (A Development Stage Company)


PART II  OTHER INFORMATION

Item 2(c) Information Regarding the Sale of Unregistered Securities During the

Three Month Period Ended March 31, 2002
 ------------------------------------------------------------------------

                  During January 2002, Registrant issued an aggregate of
$500,000 principal amount of its 6% unsecured promissory notes with detachable
warrants through a private placement arranged through Investec Ernst & Company,
Inc. to a group of investors. Such notes are automatically convertible into
shares of Registrant's Common Stock in the event the proposed private placement
for an aggregate of up to $7,000,000 occurs at a rate of $6.46 per share, or an
aggregate of 161,920 shares of Common Stock. In addition, upon such conversion
the holders of such notes will receive warrants for an aggregate of 161,290
shares of Common Stock exercisable during the three year period following
conversion at a rate of $4.32 per share. The detachable warrants may be
exercised through January 28, 2005 for an aggregate of 72,050 shares of Common
Stock at a rate of $6.46 per share. In the event the closing of the proposed
private placement for an aggregate of $7,000,000 does not close by January 28,
2003, such notes shall be automatically converted into shares of Common Stock
and warrants to purchase Common Stock at a rate equal to 20% less than the
projected price of the securities intended to be sold in such private placement.
In February 2002, Registrant issued to an affiliate of the University of
Rochester 653 shares of the Registrant's Common Stock in lieu of a portion of
the rent owed by Registrant to the University of Rochester for the lease of
laboratory space. The issuance of such shares in lieu of cash is required
pursuant to Registrant's lease for such space. Registrant valued such shares at
$11.50 per share.
The issuance of the securities of Registrant in the above transactions was
deemed to be exempt from registration under the Act by virtue of Section 4(2)
thereof, as transactions not involving a public offering. The recipients of such
securities either received adequate information about Registrant or had access,
through other relationships with Registrant, to such information.

Item 5.  Other Information

Pursuant to unanimous written consents dated as of March 28, 2002, the holders
of shares of Registrant's Series B Preferred Stock and its Board of Directors
amended the terms of Registrant's Series B Preferred Stock to extend the
mandatory redemption date for such Series B Preferred Stock from March 31, 2002
to December 31, 2002. Such action was accomplished through the filing of an
Amended and Restated Certificate of Incorporation of Registrant filed with the
Secretary of State of Delaware on March 29, 2002. A copy of such Certificate of
Amendment of the Amended and Restated Certificate of Incorporation, as filed
with the Secretary of State of Delaware, is attached hereto as Exhibit 3.17.




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                                  EPIGEN, INC.
                         (Formerly COD Associates, L.P.)
                          (A Development Stage Company)


Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

         3.17     Certificate of Amendment of the Amended and Restated
                  Certificate of Incorporation as filed with the Secretary of
                  State of Delaware on March 29, 2002.

(b)      Reports on Form 8-K

         The Company did not file any reports on Form 8-K during the three month
         period ended March 31, 2002.




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                                  EPIGEN, INC.
                         (Formerly COD Associates, L.P.)
                          (A Development Stage Company)



SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

Dated:  May 15, 2002

                                                                    EPIGEN, INC.


                                                 By: /s/: Donald C. Fresne
                                                     ------------------------
                                                      Donald C. Fresne, Chief
                                                  Executive Officer, Chairman
                                                  of the Board of Directors and
                                                  President


                                               By: /s/:  L. Courtney Schroder
                                                   --------------------------
                                                L. Courtney Schroder, Treasurer
                                                    and Chief Financial Officer

                                       12
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