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, 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 shares  outstanding  of the issuer's  common Stock,  par
value $.001 per share, at August 12, 1999 was 5,082,475.

         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 I - FINANCIAL INFORMATION

Item 1 - Financial Statements

     Balance Sheets
       at June 30, 1999 and December 31, 1998 .  . . . . . . . . . . .   1

     Statements of Operations
       for the six month periods ended June 30, 1999
       and June 30, 1998,  and for the three month periods
       ended June 30,1999 and June 30, 1998,and cumulative
       from Inception (January 28, 1987)to June 30, 1999 . . . . . . .   2

     Statements of Cash Flows
       for the six month periods ended June 30, 1999
       and June 30, 1998 and cumulative from
       Inception (January 28, 1987) to June 30, 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

Exhibit 10.2 - Agreement Between Epigen, Inc. and Vacold, LLC  . . . .  10 - 13

                                       (i)

<PAGE>

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

                                 BALANCE SHEETS


                                                     June 30,      December 31,
                                                       1999            1998
                                                  ------------     ------------
Assets
Current Assets:
  Cash and cash equivalents ..................    $     95,951     $     24,215
                                                  ------------     ------------
     Total current assets ....................          95,951           24,215

Office equipment, net of accumulated
 depreciation of $42,999 and $41,043 .........          24,968           28,022
Other assets, net of accumulated
 amortization of $3,025 and $3,205 ...........            --               --
                                                  ------------     ------------
                                                  $    120,919     $     52,237
                                                  ============     ============

Liabilities and Stockholders' Equity
Current Liabilities:
 Note payable demand .........................         130,805          145,805
 Notes payable - 25% interest ................         200,000          200,000
 Notes payable - prime plus 5% ...............         250,000          250,000
 Accrued interest-note payable demand ........         197,616          150,697
 Accrued direct research and development
  costs ......................................         451,280          430,973
 Accrued professional fees ...................         291,521          357,535
 Accrued payroll .............................       1,415,911        1,173,520
 Other accrued expenses ......................         482,694          368,749
                                                  ------------     ------------
     Total current liabilities ...............       3,419,827        3,077,279
                                                  ------------     ------------

Stockholders' Equity:
 Common stock $.001 par value
 5,082,475 shares outstanding at
  June 30, 1999 ..............................           5,083            4,787
 Additional paid-in capital ..................      15,770,851       15,484,456
 Deficit accumulated during development
  stage ......................................     (19,074,495)     (18,513,938)
 Less 5 shares of common stock held in
  treasury, at cost ..........................            (347)            (347)
                                                  ------------     ------------
     Total stockholders' equity ..............      (3,298,908)      (3,025,042)
                                                  ------------     ------------
                                                  $    120,919     $     52,237
                                                  ============     ============

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

                                        1

<PAGE>
<TABLE>


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

                                           STATEMENTS OF OPERATIONS


                                                                                                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,
                                   1999            1998            1999            1998            1999
                               (unaudited)     (unaudited)     (unaudited)     (unaudited)     (unaudited)
                               ------------    ------------    ------------    ------------    ------------
<S>                            <C>             <C>             <C>             <C>             <C>
Revenues:
 Licensing fees ............   $       --      $       --      $       --      $       --      $      1,600
 Interest income ...........           --              --              --              --           219,711
                               ------------    ------------    ------------    ------------    ------------
                                                                                                    221,311
                                                                                               ------------

Operating Costs & Expenses:
 Direct research and
  development ..............         13,307          94,948          34,452         184,043       7,525,425
 General and administrative         192,538         208,659         406,938         396,811       9,917,239
 Fees due to General Partner
  of the Predecessor and
  affiliates, forgiven and
  contributed to capital ...           --              --              --              --         1,188,893
 Interest expense, net .....         61,035          30,097         119,167          59,074         664,249
                               ------------    ------------    ------------    ------------    ------------
     Total operating costs
      and expenses .........        266,880         333,704         560,557         639,928      19,295,806
                               ------------    ------------    ------------    ------------    ------------

Net (loss) .................       (266,880)       (333,704)       (560,557)       (639,928)   $(19,074,495)
                               ============    ============    ============    ============    ============


Net loss per common share ..   $      (0.05)   $      (0.09)   $      (0.11)   $      (0.18)
                               ============    ============    ============    ============

Weighted average
Number of shares of common
 stock outstanding .........      5,082,475       3,620,880       4,992,949       3,478,674
                               ============    ============    ============    ============

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

                                                      2

</TABLE>
<PAGE>
<TABLE>

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

                                    STATEMENTS OF CASH FLOWS

                                                                                  Cumulative
                                                  For the Six     For the Six         from
                                                  Months Ended    Months Ended    Inception to
                                                     June 30,       June 30,        June 30,
                                                       1999           1998            1999
                                                  (unaudited)     (unaudited)     (unaudited)
                                                  ------------    ------------    ------------
<S>                                               <C>             <C>             <C>
Cash Flows from Operating Activities:
 Net loss .....................................   $   (560,557)   $   (639,928)   $(19,074,495)


 Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization expense .......          4,127             717         106,116
  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 ..............         20,307          83,280         451,280
 Increase(decrease) in accrued professional
  fees ........................................        (66,014)          3,828         291,521
 Increase(decrease) in accrued payroll ........        242,391          77,753       1,415,911
 Increase(decrease) in accrued expenses to
  affiliates, printing charges and other
  expenses ....................................        160,863          53,503         680,309
                                                  ------------    ------------    ------------
     Net cash used in operating activities ....       (122,203)       (420,847)    (12,247,686)
                                                  ------------    ------------    ------------

Cash Flows from Investing Activities:
 Purchase of office equipment .................         (1,072)         (1,403)        (74,132)
 Purchase of treasury stock ...................           --              --              (347)
 Decrease(increase) in note receivable from
  an officer/shareholder ......................           --           (36,982)           --
 Decrease(increase) in other assets ...........           --              --            (3,025)
 Increase in organizational costs .............           --              --           (53,925)
                                                  ------------    ------------    ------------
     Net cash provided by investing
      activities ..............................         (1,072)        (38,385)       (131,429)
                                                  ------------    ------------    ------------

Cash Flows from Financing Activities:
 Proceeds from issuance of common stock .......            296             852       9,147,946
 Capital contributions ........................        209,715         224,748       2,351,315
 Proceeds from issuance of preferred stock ....           --              --           395,000
 Increase (decrease) in note payable-demand ...        (15,000)        175,000         130,805
 Net increase in notes payable - demand .......           --              --           450,000
                                                  ------------    ------------    ------------
     Net cash provided by financing activities         195,011         400,600      12,475,066
                                                  ------------    ------------    ------------

Net increase(decrease) in cash and cash
 equivalents ..................................         71,736         (58,632)         95,951
Cash and cash equivalents, beginning period ...         24,215          64,809            --
                                                  ------------    ------------    ------------
Cash and cash equivalents, end of period ......   $     95,951    $      6,177    $     95,951
                                                  ============    ============    ============

          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 June 30, 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 six  month
        periods  ended  June 30,  1999 and June  30,  1998 and the  three  month
        periods ended June 30, 1999 and 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  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.

                                        4

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS


4.  Licensing Agreements (cont.):

        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%.

        The  Company  has entered  into an  Agreement  dated March 31, 1999 with
        Vacold, LLC for the creation of the first IgG antibody, in lieu of cash,
        Vacold is to receive 6% of the Company's Common Stock, plus a 3% royalty
        on Epigen's sales that include the IgG developed in Vacold's laboratory.
        A second  contract  with Vacold for ongoing R&D has been  negotiated  at
        standard   industry   rates.   Vacold  is  to  be  responsible  for  the
        optimization  and  demonstration  of the  new  assay  to  the  Company's
        prospective strategic partners.

                                        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 Agreement dated March 31, 1999 with Vacold,  LLC
for the  creation  of the  first  IgG  antibody,  in lieu of cash,  Vacold is to
receive 6% of the Company's  Common Stock,  plus a 3% royalty on Epigen's  sales
that include the IgG developed in Vacold's  laboratory.  A second  contract with
Vacold for ongoing R&D has been negotiated at standard industry rates. Vacold is
to be responsible for the optimization and demonstration of the new assay to our
prospective strategic partners.

                                        7

<PAGE>

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


PART II   OTHER INFORMATION

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)   EXHIBITS

          10.1      Letter agreement dated May 4, 1999 between Registrant and
                    W. James Tozer,  Jr., for the  investment in Common Stock of
                    the Company which shall be a minimum of ten percent (10%) of
                    the  Registrant's  issued and outstanding  Common Stock on a
                    fully diluted  basis,  filed as an exhibit to Form 8-K dated
                    June 14, 1999, incorporated herein by reference.

          10.2      Agreement Between Epigen, Inc. and Vacold, LLC regarding the
                    development of antibodies.

          (b)   REPORTS ON FORM 8-K

                    The Company filed one report on Form 8-K dated June 14, 1999
                    for the three month period ended June 30, 1999 regarding the
                    sale of certain  securities  to W. James Tozer,  Jr.,  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:  August 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