<PAGE>   1


                     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 June 30, 1998
                                                 -------------

[ ]      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 July 21, 1998 was 3,620,880.

Transitional Small Business Disclosure Format (check one)

               Yes (   )                     No ( X )



<PAGE>   2


                                  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 June 30, 1998 and December 31, 1997 .................................1

Statement of Operations
 for the six month periods ended June 30, 1998
 and June 30, 1997, and for the three month periods 
 ended June 30, 1996 and June 30, 1997, and
 cumulative from Inception (January 28, 1987)
to June 30, 1998 ........................................................2

Statements of Cash Flows 
 for the six month periods ended June 30,
 1998 and June 30, 1997 and cumulative from
 Inception (January 28, 1987) to June 30, 1998 ..........................3

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

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

PART II - OTHER INFORMATION
---------------------------

Item 2 - Changes in Securities ..........................................8

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

Signatures ..............................................................9
                                       
                                      (i)


<PAGE>   3


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

<TABLE>
<CAPTION>


                                                JUNE 30,        DECEMBER 31,
                                                 1998               1997
                                                 ----               ----
ASSETS
Current Assets:

<S>                                          <C>               <C>         
  Cash and cash equivalents                  $      6,177      $     64,809
                                             ------------      ------------
     Total current assets                           6,177            64,809

Office equipment, net of accumulated
 depreciation of $36,444 and $35,727                4,887             4,203
Long-term note receivable                          90,913            53,931

Other assets, net of accumulated
 amortization of $3,025 and $3,205
                                             ------------      ------------
                                                  101,977           122,943
                                             ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:

 Note payable demand                              145,805           145,805
 Notes payable - 25% interest                     225,000           225,000
 Notes payable - prime plus 5%                    275,000           100,000
 Accrued interest-note payable demand              45,927            39,367
 Accrued direct research and development
  costs                                           489,061           405,781
 Accrued professional fees                        263,410           259,582
 Accrued payroll                                1,223,089         1,145,336
 Other accrued expenses                           314,805           267,864
                                             ------------      ------------
     Total current liabilities                  2,982,097         2,588,735
                                             ------------      ------------

STOCKHOLDERS' EQUITY:

 Common stock $.001 par value
 3,620,880 shares outstanding at
  June 30, 1998                                     3,621             2,769
 Additional paid-in capital                    14,835,125        14,610,377
 Deficit accumulated during development
  stage                                       (17,718,521)      (17,078,593)
 Less 5 shares of common stock held in
  treasury, at cost                                  (345)             (345)
                                             ------------      ------------
     Total stockholders' equity                (2,880,120)       (2,465,792)
                                             ------------      ------------
                                             $    101,977      $    122,943
                                             ============      ============
</TABLE>


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


                                       1


<PAGE>   4


                                  EPIGEN, INC.
                         (FORMERLY COD ASSOCIATES, L.P.)
                          (A DEVELOPMENT STATE COMPANY)
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>


                                                                                                                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,
                                           1998              1997           1998               1997                1998
                                           ----              ----           ----               ----                ----
                                       (unaudited)       (unaudited)     (unaudited)        (unaudited)         (unaudited)

<S>                                         <C>               <C>             <C>               <C>               <C>       
Revenues:
 Interest income                                        $      1,852                -      $      3,704        $    219,711
                                      ------------      ------------     ------------      ------------        ------------

Operating Costs & Expenses:
 Direct research and                  
  development                               94,948            69,325          184,043           185,314           7,432,510 
 General and administrative                208,659           843,266          396,811         1,296,360           8,960,169 
 Fees due to General Partner          
  of the Predecessor and
  affiliates, forgiven and            
  contributed to capital                                                                                          1,188,893 
 Interest expense, net                      30,097             3,212           59,074             6,560             356,660 
                                      ------------      ------------     ------------      ------------        ------------ 
                                      
     Total operating costs 
         and expenses                      333,704           915,803          639,928         1,488,234          17,938,232
                                      ------------      ------------     ------------      ------------        ------------
    
Net (loss)                                (333,704)         (913,951)        (639,928)       (1,484,530)       $(17,718,521)
                                      ============      ============     ============      ============        ============

Net loss per common share             $      (0.09)     $      (0.95)    $      (0.18)     $      (1.57)                     
                                      ============      ============     ============      ============                    
Weighted average
Number of shares of common     
 stock outstanding - see note 8          3,620,880           958,669        3,478,674           943,828   
                                      ============      ============     ============      ============   
</TABLE>




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

                                        2


<PAGE>   5


                                 EPIGEN, INC.
                        (formerly COD Associates, L.P.)
                         (A Development State Company)
                            STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                           Cumulative
                                                     For the Six        For the Six           from
                                                     Months Ended      Months Ended       Inception to
                                                       June 30,          June 30,           June 30,
                                                         1998              1997               1998
                                                         ----              ----               ----
                                                     (unaudited)        (unaudited)        (unaudited)

<S>                                                   <C>              <C>                <C>          
Cash Flows from Operating Activities:
 Net loss                                             $(639,928)       $(1,484,530)       $(17,718,521)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization expense                     717              3,494              97,390
  Non-cash expenses paid in equity interest                              1,181,176           2,809,845
  Non-cash compensation expense associated
   with the grant of stock options and warrants                                                427,964
 Debt converted to equity                                                                      507,604
 Changes in operating assets and liabilities
 Decrease(increase) in prepaid expenses
 Increase(decrease) in accrued direct
  research and development costs                         83,280            (75,039)            489,061
 Increase(decrease) in accrued professional
  fees                                                    3,828              1,992             263,410
 Increase(decrease) in accrued payroll                   77,753            188,956           1,223,089
 Increase(decrease) in accrued expenses to
  affiliates, printing charges and other
  expenses                                               53,503            (44,382)            360,736
                                                      ---------        -----------        ------------

     Net cash used in operating activities             (420,847)          (228,333)        (11,539,422)
                                                      ---------        -----------        ------------


Cash Flows from Investing Activities:
 Purchase of office equipment                            (1,403)                               (45,328)

 Purchase of treasury stock                                                                       (347)
 Decrease(increase) in note receivable from
  an officer/shareholder                                (36,982)            (3,704)            (90,913)
 Decrease(increase) in other assets                                                             (3,025)
 Increase in organizational costs                                                              (53,925)
                                                      ---------        -----------        ------------

     Net cash provided by investing
      activities                                        (38,385)            (3,704)           (193,538)
                                                      ---------        -----------        ------------
Cash Flows from Financing Activities:

 Proceeds from issuance of common stock                     852                              8,331,984
 Decrease(increase) in subscription
  receivable
 Capital contributions                                  224,748                              2,366,348
 Proceeds from issuance of preferred stock                                 180,000             395,000
 Increase in note payable-demand                        175,000                                645,805
                                                      ---------        -----------        ------------

     Net cash provided by financing activities          400,600            180,000          11,739,137
                                                      ---------        -----------        ------------


Net increase(decrease) in cash and cash
 equivalents                                            (58,632)           (52,038)              6,177
Cash and cash equivalents, beginning period              64,809             64,537                     
                                                      ---------        -----------        ------------

Cash and cash equivalents, end of period              $   6,177        $    12,499        $      6,177
                                                      =========        ===========        ============
</TABLE>


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

                                        3


<PAGE>   6


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

1.   Basis of Presentation:

     The financial statements as of June 30, 1998 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, 1998 and June 30, 1997 and the three month periods ended June 30, 1998
     and 1997 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.   Note Receivable From an Officer/Stockholder:

     During August 1992, the Company entered into a loan agreement with an
     Officer/Stockholder for up to $200,000 plus $15,310 of associated legal
     costs. On May 28, 1994 and on August 31, 1996, the Board of Directors
     rescinded the requirements for reimbursement of the Company's legal fees
     and expenses attributable to the promissory note. The note is
     collateralized by 19,697 shares of the Company's common stock held by the
     Officer/Stockholder. The outstanding balance $90,913 at June 30, 1998,
     accrues interest at a rate of prime plus 1%. The principal and all accrued
     interest are payable in full on May 8, 1999.

4.   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.

5.   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


                                        4


<PAGE>   7


                                  EPIGEN, INC.
                         (FORMERLY COD ASSOCIATES, L.P.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

5.   Licensing Agreements (cont.):

     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 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%.

6.   Equity Transactions During the Quarter Ended June 30, 1998 were as Follows:

     Investors purchased an aggregate of 271,107 shares of the company's common
     at a cost of $0.83 per share. These shares were booked at par value with
     the additional investment credited to paid in capital.


                                        5


<PAGE>   8


                                  EPIGEN, INC.
                         (FORMERLY COD ASSOCIATES, L.P.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

6.   Equity Transactions During the Quarter Ended June 30, 1998 were as Follows
     (cont.):

     During the June 1998 quarter the Company issued an aggregate of $55,000
     principal amount of its prime plus 5% one year promissory notes. Each note
     is prepayable within ten days of the completion of a sale of the Company's
     common stock aggregating at least $1,000,000. Principal amounts of such
     notes are convertible by the holders into shares of the Company's common
     stock at a rate of $0.83 per share. The holders of these notes received an
     aggregate of 66,265 shares of the Company's common stock, and an aggregate
     of 66,265 warrants to purchase shares of the Company's common stock at a
     rate of $0.83 per share.

     The above 66,265 shares of common stock were booked at par value.

7.   Related Party Transactions

     The Company had previously leased office space in Millbrook, New York from
     Donald C. Fresne. Effective January 1, 1997, the Company agreed to again
     lease this space on a month-to-month basis in an amount equal $3,000 per
     month. The Company believes that the terms of this lease agreement are at
     least as favorable as could be obtained from a non-affiliated lessor.

8.   Weighted Average Common Shares

     During the quarter ended September 30, 1997, there was a 1 for 22 reverse
     stock split. The weighted average of the outstanding common shares was
     adjusted for this split.


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


                                        6


<PAGE>   9


                                  EPIGEN, INC.
                         (FORMERLY COD ASSOCIATES, L.P.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

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 biopharmeceutical 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.

In the event positive results are achieved in either the prostate or breast
clinical trials, the Company will attempt to form a strategic alliance with a
European partner to begin marketing the in vitro blood test in Europe where the
regulatory environment is less formal that in the United States. There can be no
assurance, however, that the Company will be successful in such endeavor.

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


                                        7


<PAGE>   10


                                  EPIGEN, INC.
                           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 June 30, 1998, see Note 6 of the Notes
               to Financial Statements, incorporated herein by reference.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) EXHIBITS
             None

        (b) REPORTS ON FORM 8-K

               The Company did not file any reports on Form 8-K during the three
               months ended June 30, 1998.


                                        8


<PAGE>   11


                                   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.

                                 EPIGEN, INC.
                                 ------------
                                  Company

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

                                 and

                                 by   /s/ Richard E. Kent
                                 -------------------------
                                      Richard E. Kent
                                      Vice Chairman,
                                      Secretary and
                                      Chief Financial Officer

DATE: July 29, 1998


                                        9