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, 1999

[_]            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                                              04-3120713
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

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

                                 (914) 677-5317
                 -----------------------------------------------
                 (Issuer's telephone number including area code)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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 share  outstanding of the issuer's  common Stock,  par value $.001
per share, at May 12, 1999 was 5,085,475.

Traditional 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 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

         Balance Sheets
          at March 31, 1999 and December 31, 1998 . . . . . . . . . . . .  1

         Statement of Operations
          for the three month periods ended March 31, 1999
          and March 31, 1998 and cumulative from
          Inception (January 28, 1987) to March 31, 1999 . . . . . .  . .  2

         Statements of Cash Flows
          for the three months periods ended March 31,
          1999 and March 31, 1998 and cumulative from
          Inception (January 28, 1987) to March 31, 1999  . . . . . . . .  3

         Notes to Financial Statements  . . . . . . . . . . . . . . . . .  4 - 5

Item 2 - Management's Discussion and Analysis or
             Plan of Operations . . . . . . . . . . . . . . . . . . . . .  6 - 7


PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports of Form 8-K   . . . . . . . . . . . . . . .  8


SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

                                       (i)


<PAGE>

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


                                                    March 31,      December 31,
                                                      1999             1998
                                                  ------------     ------------
ASSETS
Current Assets:
  Cash and cash equivalents ..................    $     74,394     $     24,215
                                                  ------------     ------------
     Total current assets ....................          74,394           24,215

Office equipment, net of accumulated
 depreciation of $42,999 and $41,043 .........          26,066           28,022

Other assets, net of accumulated
 amortization of $3,025 and $3,205 ...........            --               --
                                                  ------------     ------------
                                                  $    100,460     $     52,237
                                                  ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
 Note payable demand .........................         135,805          145,805
 Notes payable - 25% interest ................         200,000          200,000
 Notes payable - prime plus 5% ...............         250,000          250,000
 Accrued interest-note payable demand ........         174,165          150,697
 Accrued direct research and development
  costs ......................................         451,745          430,973
 Accrued professional fees ...................         288,956          357,535
 Accrued payroll .............................       1,225,132        1,173,520
 Other accrued expenses ......................         406,685          368,749
                                                  ------------     ------------
     Total current liabilities ...............       3,132,488        3,077,279
                                                  ------------     ------------

Stockholders' Equity:
 Common stock $.001 par value
 5,082,475 shares outstanding at
  March 31, 1999 .............................           5,083            4,787
 Additional paid-in capital ..................      15,770,851       15,484,456
 Deficit accumulated during development
  stage ......................................     (18,807,615)     (18,513,938)
 Less 5 shares of common stock held in
  treasury, at cost ..........................            (347)            (347)
                                                  ------------     ------------
     Total stockholders' equity ..............      (3,032,028)      (3,025,042)
                                                  ------------     ------------
                                                  $    100,460     $     52,237
                                                  ============     ============

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

                                        1


<PAGE>


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


                                                                    Cumulative
                                   For the Three    For the Three      from
                                   Months Ended     Months Ended   Inception to
                                     March 31,        March 31,       March 31,
                                       1999            1998            1999
                                   ------------    ------------    ------------
                                    (unaudited)     (unaudited)     (unaudited)

Revenues:
 Licensing fees ................   $       --      $       --      $      1,600
 Interest income ...............           --              --           219,711
                                   ------------    ------------    ------------
                                           --              --           221,311
                                   ------------    ------------    ------------

Operating Costs & Expenses:
 Direct research and
  development ..................         21,145          89,095       7,512,118
 General and administrative ....        214,400         188,152       9,724,701
 Fees due to General Partner
  of the Predecessor and
  affiliates, forgiven and
  contributed to capital .......           --              --         1,188,893
 Interest expense, net .........         58,132          28,977         603,214
                                   ------------    ------------    ------------
     Total operating costs
      and expenses .............        293,677         306,224      19,028,926
                                   ------------    ------------    ------------

Net (loss) .....................       (293,677)       (306,224)   $(18,807,615)
                                   ============    ============    ============

Net loss per common share ......   $      (0.06)   $      (0.16)
                                   ============    ============

Weighted average
Number of shares of common
 stock outstanding .............      4,925,805       1,901,100
                                   ============    ============

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

                                        2


<PAGE>
<TABLE>

                                                            EPIGEN, INC.
                                                   (formerly COD Associates, L.P.)
                                                    (A Development Stage Company)
                                                       STATEMENT OF CASH FLOWS
<CAPTION>

                                                                                                                        Cumulative
                                                                           For the Three         For the Three             from
                                                                           Months Ended          Months Ended          Inception to
                                                                             March 31,             March 31,              Marh 31,
                                                                               1999                  1998                  1999
                                                                           ------------          ------------          ------------
                                                                            (unaudited)           (unaudited)          (unaudited)
<S>                                                                        <C>                   <C>                   <C>

Cash Flows from Operating Activities:
 Net loss ........................................................         $   (293,677)         $   (306,224)         $(18,807,615)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization expense ..........................                1,956                   346               103,945
  Non-cash expenses paid in equity interest ......................                 --                    --               2,810,878
  Non-cash compensation expense associated
   with the grant of stock options and warrants ..................                 --                    --                 427,964
 Debt converted to equity ........................................               76,680                  --                 642,830
 Changes in operating assets and liabilities

 Increase(decrease) in accrued direct
  research and development costs .................................               20,772                64,376               451,745
 Increase(decrease) in accrued professional fees .................              (68,579)               (1,894)              288,956
 Increase(decrease) in accrued payroll ...........................               51,612                34,050             1,225,132
 Increase(decrease) in accrued expenses to
  affiliates, printing charges and other expenses ................               61,404                44,335               580,850
                                                                           ------------          ------------          ------------
     Net cash used in operating activities .......................             (149,832)             (165,011)          (12,275,315)
                                                                           ------------          ------------          ------------

Cash Flows from Investing Activities:
 Purchase of office equipment ....................................                 --                  (1,403)              (73,060)
 Purchase of treasury stock ......................................                 --                    --                    (347)
 Decrease(increase) in note receivable from
  an officer/shareholder .........................................                 --                 (38,107)                 --
 Decrease(increase) in other assets ..............................                 --                    --                  (3,025)
 Increase in organizational costs ................................                 --                    --                 (53,925)
                                                                           ------------          ------------          ------------
     Net cash provided by investing activities ...................                 --                 (39,510)             (130,357)
                                                                           ------------          ------------          ------------

Cash Flows from Financing Activities:
 Proceeds from issuance of common stock ..........................                  296                   515             9,147,946
 Capital contributions ...........................................              209,715                  --               2,351,315
 Proceeds from issuance of preferred stock .......................                 --                    --                 395,000
 Increase (decrease) in note payable-demand ......................              (10,000)              140,500               135,805
 Net increase in notes payable - demand ..........................                 --                    --                 450,000
                                                                           ------------          ------------          ------------
     Net cash provided by financing activities ...................              200,011               141,015            12,480,066
                                                                           ------------          ------------          ------------

Net increase(decrease) in cash and cash equivalents ..............               50,179               (63,506)               74,394
Cash and cash equivalents, beginning period ......................               24,215                64,809                  --
                                                                           ------------          ------------          ------------
Cash and cash equivalents, end of period .........................         $     74,394          $      1,303          $     74,394
                                                                           ============          ============          ============

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

                                                                  3
</TABLE>

<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, 1999 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
        period  ended  March 31,  1999 and March  31,  1998 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 is used under an exclusive license from Boston
        Biomedical  Research Institute  ("BBRI").  Pursuant to the terms of this
        license agreement, the Company has been granted an exclusive,  worldwide
        license to manufacture,  use, lease, sell or otherwise  transfer (a) any
        products  utilizing  any patents  obtained by BBRI,  or (b) any products
        resulting   from  the   Company-sponsored   research  at  BBRI,  or  (c)
        compositions  containing  such  products.  The  agreement  provides  for
        royalty  payments  to BBRI equal to 5% of the net  selling  price not to
        exceed $10,000,000 per year and subject to certain reductions  described
        below.  The  agreement  expires  the later of ten  years  from the first
        commercial sale of any such products or the expiration of any applicable
        patent.

        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 of any human  therapeutic
        product utilizing these patent or biological material

                                        4


<PAGE>


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


4.  Licensing Agreements (cont.):

        rights sold to third parties.  Pursuant to the Company's  agreement with
        BBRI, the royalty  payable to BBRI is reduced to 4.5% of the net selling
        price of any covered  product for which a royalty is also payable to the
        University.

        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.  Pursuant to the Company's  agreement with BBRI,
        if royalties are to be paid to both BBRI and MGH, the royalty  otherwise
        payable to BBRI will be reduced so that the total  royalty  paid to BBRI
        and MGH does 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%.

5.  Equity Transactions During the Quarter Ended March 31, 1999 were as follows:

        The Company  sold  210,000  shares of common stock to investors at $1.00
        per share  with two five  year  warrants  attached  to each  share.  One
        warrant with an exercise price of $1.50 and one warrant with an exercise
        price of $2.00.

        On February  15, 1999,  a creditor  converted  $75,000 debt to equity in
        exchange for 75,000 shares of the Company's  common stock,  and on March
        5, 1999, a creditor  converted $1,680 debt to equity in exchange for 560
        shares of the Company's common stock.  These shares were recorded at par
        value.

        The  Company  issued  10,000  shares of common  stock to Dr.  Gelber for
        services to be provided. These shares were recorded at par value.

                                        5


<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. The officers  have agreed  temporarily  to allow part of their  salaries 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.

The Company does not presently  have the  resources to complete the  development
of, conduct  prospective  clinical trials for,  manufacture and market,  the COD
Test. The Company continues to seek funding for future  development and clinical
trials of its products.  Certain potential  strategic partners and other sources
for such funding are currently reviewing the efficacy of such products.

The  Company  continues  to pursue its  business  plan to the  extent  resources
permit. The Company has entered into arrangements with (i) a group of physicians
from several  leading  hospitals to obtain  prostate  serum  samples in order to
conduct both  retrospective and prospective  clinical trials on the Company's in
vitro blood test for prostate  cancer patents,  and (ii) is in discussions  with
major   biopharmaceutical  firms  to  participate  in  these  retrospective  and
prospective clinical trials for prostrate cancer patients.  The Company has also
entered  into a  collaboration  to gather  additional  data to  demonstrate  the
efficiency of the Company's in vitro blood test for breast cancer  patients with
a physician from a leading hospital.  If such tests yield sufficiently  positive
results,  the  Company  believes  that it will be able to enter into a strategic
alliance.  There  can  be  no  assurance  that  such  test  results  will  yield
sufficiently positive results. The results of such tests and collaborations will
determine to a significant  extent the Company's ability to structure  potential
strategic alliances.

The  Company  is  currently  in  preliminary  negotiations  with  several  major
biopharmaceutical  companies,  and in the event positive results are achieved in
either the prostate or breast  clinical  trials,  the Company  expects to form a
strategic  alliance  with one of these  companies.  There  can be no  assurance,
however, that the Company will be successful in such endeavor.

Phase 1 and 2  clinical  trials  will  commence  on its  therapeutic  vaccine at
Columbia  Presbyterian Hospital under the auspices of Dr. Carl Olsson as soon as
funds  are  available.  Work on the  Company's  in vivo  imaging  agent is being
delayed until  sufficient funds are available to continue such work. The Company
does not anticipate  using any significant  funds for work on its other products
over the next 12 months.

                                        6


<PAGE>


                                  EPIGEN, INC.
                         (FORMERLY COD ASSOCIATES, L.P.)
                          (A DEVELOPMENT STAGE COMPANY)


The Company has entered into an arrangement with Vacold,  LLC and its affiliate,
ImmunoTherapy,  Inc., to develop a new  generation of IgG  antibodies for use in
the Company's prostate diagnostic products.  Research presently is continuing on
the new antibodies. The precise terms of the arrangement between the Company and
Vacold,  LLC and its  affiliate  presently  are being  negotiated.  The  Company
anticipates  that the  arrangement  will  require the Company to issue an as yet
undetermined  amount  of its  Common  Stock  and  to pay an as yet  undetermined
royalty to Vacold,  LLC in exchange for all patent and other  rights  associated
with the new antibodies, subject to certain minimum sales goals.

                                        7


<PAGE>


                                  EPIGEN, INC.
                         (FORMERLY COD ASSOCIATES, L.P.)
                          (A DEVELOPMENT STAGE COMPANY)


PART II   OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

          For a description of the  securities  issued by the Company during the
          fiscal  quarter  ended  March  31,  1999  see  Note 5 of the  Notes to
          Financial Statements, incorporated herein by reference.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  EXHIBITS

               16.1 Letter on change in  certifying  accountant  included in the
                    Company's   report  on  Form  8-K  dated  March  25,   1999,
                    incorporated herein by reference.

          (b)  REPORTS ON FORM 8-K

          The Company filed one report on Form 8-K dated March 25, 1999,  during
          the three  months  ended  March  31,  1999  regarding  a change in the
          Company's certifying  accountant,  which report is incorporated herein
          by reference.

                                        8


<PAGE>


                                  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 12, 1999

                                        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

                                        9