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

                                  Form 10-QSB/A


                                   (Mark One)

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

                  For the quarterly period ended June 30, 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 August 13, 2002 was 1,443,154.

Transitional Small Business Disclosure Format (check one):

                                Yes [ X ] No [ ]



<PAGE>


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

                                      INDEX

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

                                                                       Page
                                                                      Number

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets
          at June 30, 2002 and December 31, 2001........................      1
         Statements of Operations
          for the six month periods ended June 30, 2002 and June 30,
          2001, and for the three month periods ended June 30, 2002 and
          June 30, 2001, and cumulative
          from inception (January 28, 1987) to June 30, 2002............      2

        Statements of Cash Flow
         for the six month periods ended June 30, 2002
         and June 30, 2001, and cumulative from
         inception (January 28, 1987) to June 30, 2002 ................       3

        Notes to Financial Statements  ................................   4 - 7

Item 2. Management's Discussion and Analysis or Plan of Operation  ..... 8 - 10


PART II  OTHER INFORMATION

Item 2(c) Information Regarding the Sale of Unregistered Securities During
          the three month period ended June 30, 2002.........................11

Item 5.       Other Information ...........................................  11

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


SIGNATURES  .................................................................12

CERTIFICATE PURSUANT TO TITLE 18 UNITED STATES CODE SECTION 1350.............13

</TABLE>
<PAGE>


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

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

                                                                                  June 30,        December 31,
                                                                                   2002               2001
                                                                         -----------------    -----------------
                                                                         -----------------    -----------------
ASSETS
Current Assets:
   Cash and cash equivalents                                                    $ 236,052            $ 121,538
   Loan and interest receivable - officer                                          58,791              110,206
                                                                         -----------------    -----------------
                                                                         -----------------    -----------------
      Total Current Assets                                                        294,843              231,744

Office and lab equipment, net of accumulated depreciation of
   $67,319 and $61,918                                                             32,106               37,003
                                                                         -----------------    -----------------
                                                                         -----------------    -----------------
      Total Assets                                                              $ 326,949            $ 268,747
                                                                         =================    =================
                                                                         =================    =================

LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
   Note payable demand                                                          $ 105,805            $ 105,805
   Due to officers                                                                861,891              785,523
   Notes payable - bridge loans                                                 1,847,697              600,000
   Accrued interest                                                               162,497              130,307
   Accrued direct research & development costs                                    622,271              656,102
   Accrued professional fees                                                      678,080              592,495
   Accrued payroll                                                                  3,045                7,084
   Other accrued expenses                                                          77,270              114,522
                                                                         -----------------    -----------------
                                                                         -----------------    -----------------
      Total Current Liabilities                                                 4,358,555            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
       June 30, 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
       June 30, 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 June 30, 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                               (25,352,224)         (24,036,198)
                                                                         -----------------    -----------------
                                                                         -----------------    -----------------
      Total Stockholders' Deficit                                              (4,031,607)          (2,723,091)
                                                                         -----------------    -----------------
                                                                         -----------------    -----------------

      Total Liabilities & Stockholders' Deficit                                 $ 326,948            $ 268,747
                                                                         =================    =================
                                                                         =================    =================



</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                        1
<PAGE>



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

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

                                                                                                                         Cumulative
                                                        For the Three      For the Three   For the Six   For the Six         from
                                                         Months Ended      Months Ended    Months Ended  Months Ended   Inception to
                                                              June 30,       June 30,      June 30,       June 30,          June 30,
                                                                2002           2001         2002          2001               2002
                                                                ----           ----         ----          ----               ----
Revenues:
 Contract research                                              $ -           $ -           $ -            $ -              $ 5,000
 Licensing fees                                                   -             -             -              -                1,600
 Management fee income                                            -             -             -              -               23,219
 Interest income                                               1,951          3,120         4,314         6,587             267,983
                                                             ---------     ------------------------------------------      --------

      Total Revenues                                           1,951          3,120         4,314         6,587             297,802
                                                             ---------     ------------------------------------------      --------
                                                             ---------     ------------------------------------------      --------

Operating Costs & Expenses:
 Direct research & development                               196,580        194,174        431,488       290,256         10,019,512
 General & administrative                                    406,373        315,072        846,465       636,524         13,603,943
 Fees due to General Partner of the Predecesso
  & affiliates, forgiven and contributed to capital             -               -             -              -            1,188,893
 Interest expense, net                                        28,821         13,129         42,387        26,140          1,046,272
                                                            ---------      ------------------------------------------      --------
                                                            ---------      ------------------------------------------      --------
      Total Operating Costs & Expenses                       631,774        522,375       1,320,340      952,920         25,858,620
                                                            ---------      ------------------------------------------      --------
                                                            ---------      ------------------------------------------      --------

Net (loss) before extraordinary items                      (629,823)       (519,255)     (1,316,026)    (946,333)       (25,560,818)

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

Net (loss)                                               $ (629,823)     $ (519,255)   $ (1,316,026)    $ (946,333)    $(25,352,224)
                                                         ============     ===========================================      ========
                                                         ============     ===========================================      ========

Basic and Diluted Earnings Per Share
  Net loss per share before extraordinary item             $ (0.45)      $    (0.38)     $    (0.94)    $    (0.70)
  Net loss per share on extraordinary item                     -                -             -                -
                                                        ------------      -------------------------------------------
                                                        ------------      -------------------------------------------
Net Loss Per Common Share                                  (  0.45)         (  0.38)        (  0.94)       (  0.70)
                                                        ============      ===========================================
                                                        ============      ===========================================


Weighted average number of shares

of common stock outstanding                               1,395,154       1,364,734        1,394,967      1,345,733
                                                        =============    ============================================
                                                        =============    ============================================
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                        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 Six        For the Six             from
                                                                   Months Ended       Months Ended       Inception to
                                                                   June 30,            June 30,            June 30,
                                                                     2002                2001                2002
                                                            --------------------   -----------------   -----------------
                                                            --------------------   -----------------   -----------------
Cash Flows From Operating Activities:
 Net loss                                                           $(1,316,026)         $ (946,333)      $ (25,352,224)
 Adjustments to reconcile net loss to
  net cash from operating activities:
   Depreciation and amortization expense                                  5,401               2,135             128,264
   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              45,620           3,840,647
 Changes in operating assets and liabilities:
  Increase (decrease) in accrued direct
   research and development costs                                       (33,831)             72,762             622,271
  Increase (decrease) in accrued professional fees                       85,585              15,034             678,080
  Increase (decrease) in accrued payroll                                 (4,039)             75,524               3,045
  Increase (decrease) in accrued expenses to
   affiliates, printing charges and other expenses                      (37,252)            (87,294)             77,270
                                                                ----------------   -----------------   -----------------
                                                                ----------------   -----------------   -----------------
     Net Cash Provided By (Used In) Operating Activities             (1,292,652)           (822,552)        (16,711,803)
                                                                ----------------   -----------------   -----------------
                                                                ----------------   -----------------   -----------------

Cash Flows From Investing Activities:
 Purchase of office and lab equipment                                      (504)                  -            (103,420)
(Decrease) increase in note payable
  from an officer/shareholder                                           (52,071)            (57,072)           (109,143)
 Decrease (increase) in note and interest receivable
  from an officer/shareholder                                            51,415              58,633             (58,791)
 Decrease (increase) in other assets                                          -                                  (3,025)
 Increase in organizational costs                                             -                                 (53,925)
                                                                ----------------   -----------------   -----------------
                                                                ----------------   -----------------   -----------------
     Net Cash Provided By (Used In) Investing Activities                 (1,160)              1,561            (328,304)
                                                                ----------------   -----------------   -----------------
                                                                ----------------   -----------------   -----------------

Cash Flows from Financing Activities:
 Increase in accrued interest payable                                    32,190                   -             162,497
 Proceeds from issuance of common stock                                       -             922,051          10,927,526
 Increase (decrease) in due to officers                                 128,439                   -             971,034
 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                             1,247,697                   -           1,847,697
 Increase in stock subscriptions payable                                      -                   -             300,000
                                                                ----------------   -----------------   -----------------
                                                                ----------------   -----------------   -----------------
     Net Cash Provided By (Used In) Financing Activities              1,408,326             922,051          17,276,159
                                                                ----------------   -----------------   -----------------
                                                                ----------------   -----------------   -----------------

Net increase (decrease) in cash and cash equivalents                    114,514             101,060             236,052
Cash and cash equivalents, beginning of period                          121,538              59,199                   -
                                                                ----------------   -----------------   -----------------
                                                                ----------------   -----------------   -----------------

Cash and cash equivalents, end of period                              $ 236,052           $ 160,259           $ 236,052
                                                                ================   =================   =================
                                                                ================   =================   =================

Supplemental Disclosure of Cash Flow Information:
  Interest paid during the period                                         $ 794                 $ -            $ 90,519
  Income taxes paid during the period                                       $ -                 $ -            $ 13,447


</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                        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 June 30, 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 six month
         periods ended June 30, 2002 and June 30, 2001, and the three month
         periods ended June 30, 2002 and June 30, 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 adjusted for the 1 for 10
         reverse stock split effective November 8, 2001. 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 (continued)

         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 43,371 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 June 30, 2002 and December 31, 2001 were
         approximately as follows:

                                                           June 30, December 31,
                                                             2002       2001
                                                              ----      ----
         Donald Fresne, Chairman of the Board and Chief
                  Executive Officer                       $789,891  $ 730,123

         Richard Kent, Vice Chairman of the Board and       72,000     55,400
                  Secretary                                 ------     ------

                           Total                          $861,891    $785,523
                                                           ========   ========

         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 $49,459
         at June 30, 2002 and $40,551 at December 31, 2001.

         Due from Officers:

         Amounts receivable from Donald Fresne, Chairman of the Board and Chief
         Executive Officer at June 30, 2002 were as follows:

         Loan receivable                             $ 52,07
         Interest receivable                             385
         Travel advance and other receivable           6,335
                                                    ---------
        Balance June 30, 2002                       $ 58,791
                                                     ========






                                       5
<PAGE>

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

5.       Related Party Transactions (continued)

         Per agreement between the Chairman and the Company, 50% of the loan
         receivable on June 1, 2002 was offset against the loan payable. In
         addition, all interest receivable on June 1, 2002 was offset against
         interest payable.

         Leased Office Space:

         Since 1994 the Company has leased (and continues to lease) 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 June 30, 2002 and 2001,
         respectively.

6.     Equity Transactions During the Three Months Ended June 30, 2002:

         During the quarter ended June 30, 2002, the Company received $747,697
         as proceeds of a private placement of Bridge Units arranged through
         Investec Ernst & Company (the "Placement Agent"). The terms and
         conditions governing these notes have not been finalized at the date of
         this report. As a result, the notes and warrants have not been issued.
         The final terms are expected to be as follows:

         The Bridge Units will comprise a (a) 6% Convertible Promissory Note
         ("Bridge Note") and (b) three-year warrants ("Bridge Warrants") to
         purchase shares of common stock.

         Bridge Note - Each Bridge Note will pay interest, in cash, at the rate
         of 6% per annum through the date of conversion of the Bridge Note. Upon
         an issuance or sale of equity securities by the Company through (i) the
         Placement Agent or (ii) an offering which results in gross proceeds of
         not less than $5,000,000 (an "Equity Placement"), including proceeds of
         this offering and $1,100,000 of previous bridge financing, each Bridge
         Note shall be automatically converted into shares of Common Stock at
         10% discount to the actual price of the equity securities issued by the
         Company pursuant to such Equity Placement. If not previously converted
         pursuant to an Equity Placement by December 31, 2002, each Bridge Note
         shall be automatically converted into a number of shares of common
         stock and warrants to purchase shares of common stock at a discount of
         20% to the projected price of the equity securities to be issued in
         such Equity Placement.

         Bridge Warrant - For each $100,000 in Bridge Notes, an investor will
         receive a Bridge Warrant entitling such holder to purchase
         approximately 11,654 shares of common stock at an exercise price per
         share of $7.96. The number of shares and exercise price will be subject
         to adjustment for events subsequent to the issuance, as provided in the
         actual Bridge Warrant.






                                       6
<PAGE>

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

         The Company has recorded a liability of $16,640 for the interest
         expense to June 30, 2002. The fee paid to the Placement Agent was 10%
         of the proceeds. In addition, they were also paid 2% of the proceeds as
         a non-accountable reimbursement for out of pocket expenses.

         By mutual agreement between the investors and the Company, the
         automatic conversion of previously issued Bridge Notes into common
         stock expected to occur on March 31, 2002 was postponed to December 31,
         2002.
















                                        7

<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.  The Company also has retained Terry Platt, Ph.D.,
as a consultant.  The Company opened a laboratory at the




                                        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)
        -----------------------------------------------------------

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




                                       9
<PAGE>

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

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

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.

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.

                                       10

<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 June 30, 2002
          ------------------------------------------

During April and June 2002, Registrant issued an aggregate of$750,000 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 $5.36 per share, or an aggregate of 139,925
shares of Common Stock. In addition, upon such conversion the holders of such
notes will receive warrants for an aggregate of 139,925 shares of Common Stock
exercisable during the three year period following conversion at a rate of
$5.36 per share. The detachable warrants may be exercised through the period of
April 25, through June 20, 2005 for an aggregate of 87,623 shares of Common
Stock at a rate of $7.96 per share. In the event the closing of the proposed
private placement for an aggregate of $7,000,000 doesnot 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 May 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.


Also, Registrant issued seven year options to purchase up to 3,700 shares of its
Common Stock to Richard Kent, Vice Chairman of the Board of Directors and
Secretary of the Company, at an exercise price of $5.00 per share. Such options
were issued pursuant to Mr. Kent's employment agreement with the Company.


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 - None
                  ------------------------

Item 6.           Exhibits and Reports on Form 8-K - None
                  ---------------------------------------



                                       11

<PAGE>



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:  August 14, 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
<PAGE>


CERTIFICATE PURSUANT TO TITLE 18 UNITED STATES CODE SECTION 1350:


The undersigned, Chief Executive Officer and Treasurer of Epigen, Inc.
("Issuer"), hereby certify that the periodic report on Form 10-QSB to which this
Certificate is attached containing financial statements filed by Issuer with the
Securities and Exchange Commission pursuant to section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that the
information contained in the periodic report fairly presents, in all material
respects, the financial condition and results of operations of Issuer.



Date: August 14, 2002                        /s/: Donald C. Fresne
                                             ---------------------------------
                                             Donald C. Fresne, Chief Executive
                                             Officer



Date: August 14, 2002                        /s/: L. Courtney Schroder
                                             ---------------------------------
                                             L. Courtney Schroder, Treasurer
                                             (Chief Financial Officer)






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