U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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, 2000
                                       -------------

[_]     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                                             04-3120712
-------------------------------                           ----------------------
(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 11, 2000 was 12,103,699.

Transitional Small Business Disclosure Format (check one)

                              Yes [X]      No [_]

<PAGE>

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

                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------
PART I -  FINANCIAL INFORMATION

Item 1.   Financial Statements

            Balance Sheets
             at June 30, 2000 and December 31, 1999 ......................    1

            Statements of Operations
             for the six month periods ended June 30, 2000
             and June 30, 1999 and for the three month periods
             ended June 30, 2000 and June 30, 1999, and cumulative
             from Inception (January 28, 1987) to June 30, 2000 ..........    2

            Statements of Cash Flows
             for the six month periods ended June 30, 2000
             and June 30, 1999 and cumulative from
             Inception (January 28, 1987) to June 30, 2000 ...............    3

            Notes to Financial Statements ................................    4

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


PART II - OTHER INFORMATION

Item 2(b) Rights of Equity Holders .......................................   10

Item 2(c) Information Regarding the Sale of Unregistered
          Securities During the Three Month Period Ended
          June 30, 2000 ..................................................   10

Item 3.   Defaults Upon Senior Securities ................................   11

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


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

<PAGE>

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

<CAPTION>
                                                                 June 30,       December 31,
                                                                  2000             1999
                                                             ------------    ------------
<S>                                                          <C>             <C>
ASSETS
Current Assets:
   Cash and cash equivalents .............................   $    104,307    $    521,766
   Loan and interest receivable ..........................        157,097            --
                                                             ------------    ------------
      Total Current Assets ...............................        261,404         521,766

Office equipment, net of accumulated depreciation of
  $52,274 and $49,272 ....................................         17,864          20,866
                                                             ------------    ------------
      Total Assets .......................................   $    279,268    $    542,632
                                                             ============    ============

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
   Note payable demand ...................................   $    105,805    $    120,805
   Notes payable - 25% interest ..........................         75,000         200,000
   Notes payable - prime plus 5% .........................           --           250,000
   Accrued interest-notes payable ........................        126,960         245,163
   Accrued direct research & development costs ...........        583,745         597,685
   Accrued professional fees .............................        301,286         316,534
   Accrued payroll .......................................        119,408       1,312,348
   Other accrued expenses ................................      2,045,264         526,353
                                                             ------------    ------------
      Total Current Liabilities ..........................      3,357,468       3,568,888
                                                             ------------    ------------
Long Term Liabilities:
   Note payable - Long term ..............................           --           750,000
                                                             ------------    ------------
      Total Liabilities ..................................      3,357,468       4,318,888
                                                             ------------    ------------

STOCKHOLDERS' EQUITY:
   Preferred stock 15,000,000 shares authorized of which:
     3,000,000 shares designated as Series A, $.001 par
       value, issued and outstanding - 1,737,165 shares at
       June 30, 2000 .....................................          1,737             350
     500,000 shares designated as Series B, $.001 par
       value, issued and outstanding - 225,000 shares at
       June 30, 2000 .....................................            225            --
   Common stock - 50,000,000 shares authorized,
     $.001 par value, 5,814,476 shares issued and
     outstanding at June 30, 2000 ........................          5,814           5,811
   Additional paid-in capital ............................     17,933,851      16,323,298
   Deficit accumulated during development stage ..........    (21,019,827)    (20,105,368)
   Less 5 shares of common stock held in
     treasury, at cost ...................................           --              (347)
                                                             ------------    ------------
      Total Stockholders' Equity .........................     (3,078,200)     (3,776,256)
                                                             ------------    ------------
      Total Liabilities & Stockholders' Equity ...........   $    279,268    $    542,632
                                                             ============    ============

        The accompanying notes are an integral part of these financial statements.
</TABLE>
                                             1

<PAGE>

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

<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,
                                                           2000            1999            2000           1999             2000
                                                        (unaudited)     (unaudited)     (unaudited)    (unaudited)      (unaudited)
                                                       ------------    ------------    ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>             <C>             <C>
Revenues:
 Contract research .................................   $       --      $       --      $       --      $       --      $      5,000
 Licensing fees ....................................           --              --              --              --             1,600
 Management fee income .............................           --              --              --              --             3,072
 Interest income ...................................         25,630            --            25,630            --           245,341
                                                       ------------    ------------    ------------    ------------    ------------
                                                             25,630            --            25,630            --           255,013
                                                       ------------    ------------    ------------    ------------    ------------

Operating Costs & Expenses:
 Direct research & development .....................        194,880          13,307         336,433          34,452       8,333,986
 General & administrative ..........................        279,903         192,538         497,174         406,938      10,850,846
 Fees due to General Partner of the Predecessor
  & affiliates, forgiven and contributed to capital            --              --              --              --         1,188,893
 Interest expense, net .............................         31,877          61,035         106,483         119,167         901,116
                                                       ------------    ------------    ------------    ------------    ------------
      Total Operating Costs & Expenses .............        506,660         266,880         940,090         560,557      21,274,841
                                                       ------------    ------------    ------------    ------------    ------------

Net (loss) .........................................   $   (481,030)   $   (266,880)   $   (914,460)   $   (560,557)   $(21,019,828)
                                                       ============    ============    ============    ============    ============

Net loss per common share ..........................   $      (0.08)   $      (0.05)   $      (0.16)   $      (0.11)
                                                       ============    ============    ============    ============

Weighted average
Number of shares of common stock outstanding .......      5,848,170       5,082,475       5,832,187       4,992,949
                                                       ============    ============    ============    ============

                             The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                                  2

<PAGE>

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

<CAPTION>
                                                                                            Cumulative
                                                            For the Six     For the Six        from
                                                            Months Ended   Months Ended    Inception to
                                                             June 30,        June 30,        June 30,
                                                               2000            1999            2000
                                                            (unaudited)     (unaudited)     (unaudited)
                                                           ------------    ------------    ------------
<S>                                                        <C>             <C>             <C>
Cash Flows from Operating Activities:
 Net loss ..............................................   $   (914,460)   $   (560,557)   $(21,019,828)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization expense ................          3,002           4,127         113,220
  Non-cash expenses paid in equity interest ............              4            --         2,811,417
  Non-cash compensation expense associated
   with the grant of stock options and warrants ........           --              --           427,964
 Debt converted to equity ..............................      1,387,165          76,680       2,332,996
 Changes in operating assets and liabilities:
 Increase (decrease) in accrued direct
  research and development costs .......................        (13,940)         20,307         583,745
 Increase (decrease) in accrued professional fees ......        (15,248)        (66,014)        301,286
 Increase (decrease) in accrued payroll ................     (1,192,940)        242,391         119,408
 Increase (decrease) in accrued expenses to
  affiliates, printing charges and other expenses ......      1,400,708         160,863       2,172,224
                                                           ------------    ------------    ------------
     Net cash provided by (used in) operating activities        654,291        (122,203)    (12,157,568)
                                                           ------------    ------------    ------------

Cash Flows from Investing Activities:
 Purchase of office equipment ..........................           --            (1,072)        (74,133)
 Retirement of treasury stock ..........................            347            --              --
 Decrease (increase) in note receivable from
  an officer/shareholder ...............................       (157,097)           --          (157,097)
 Decrease (increase) in other assets ...................           --              --            (3,025)
 Increase in organizational costs ......................           --              --           (53,925)
                                                           ------------    ------------    ------------
     Net cash used in investing activities .............       (156,750)         (1,072)       (288,180)
                                                           ------------    ------------    ------------

Cash Flows from Financing Activities:
 Proceeds from issuance of common stock ................           --               296       9,557,650
 Capital contributions .................................           --           209,715       2,141,600
 Proceeds from issuance of preferred stock .............        225,000            --           670,000
 Increase (decrease) in note payable-demand ............        (15,000)        (15,000)        105,805
 Net decrease in notes payable - other .................     (1,125,000)           --            75,000
                                                           ------------    ------------    ------------
     Net cash provided by (used in) financing activities       (915,000)        195,011      12,550,055
                                                           ------------    ------------    ------------

Net increase (decrease) in cash and cash equivalents ...       (417,459)         71,736         104,307
Cash and cash equivalents, beginning period ............        521,766          24,215            --
                                                           ------------    ------------    ------------

Cash and cash equivalents, end of period ...............   $    104,307    $     95,951    $    104,307
                                                           ============    ============    ============

               The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                    3

<PAGE>

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


1.  Basis of Presentation:

     The financial statements as of June 30, 2000 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, 2000 and June 30, 1999 and the three month  periods ended June 30, 2000
     and June 30,  1999 are not  necessarily  indicative  of the results for the
     entire year. The financial  statements and notes are presented as permitted
     by Form  10-QSB and do not  contain  certain  information  included  in the
     Company's annual financial statements and notes.

2.  Cash and Cash Equivalents:

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

3.  Net Loss per Share:

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

4.  Licensing Agreements:

     The Company's  technology  was originally  licensed from Boston  Biomedical
     Research  Institute  (BBRI).  In 1993,  BBRI  transferred  ownership of all
     licensed technology to Epigen, Inc. Conditions in the transfer of ownership
     provide for royalty  payments  not to exceed  $10,000,000  per year to BBRI
     equal to 3% of the net selling  price.  The royalty  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  for 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% for 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  entered  into an  agreement  dated as of March 31,  1999 with
     Vacold,  LLC for the creation of an IgG antibody.  In lieu of cash,  Vacold
     received 433,705 shares of the Company's Common Stock. In addition,  Vacold
     is to  receive  a 3%  royalty  on  Epigen's  sales  that  include  any  IgG
     antibodies  developed in Vacold's  laboratory.  A second  contract has been
     negotiated  with  Vacold  for  ongoing  R&D.  Currently,  Vacold  is  to be
     responsible  for the  optimization  and  demonstration  of the new assay to
     prospective strategic partners.

5.  Loan and Interest Receivable:

     On June 7,  2000,  Donald  C.  Fresne,  Chairman  of the  Board  and  Chief
     Executive Officer of the Company,  issued a Promissory Note to Epigen, Inc.
     in the amount of $156,214.  The  aggregate  of  principal  and interest due
     through June 30, 2000 is $157,097.

6.  Loan and Interest Payable:

     Included in other accrued  expenses is a Promissory Note dated June 7, 2000
     issued by Epigen, Inc. to Donald C. Fresne, Chairman of the Board and Chief
     Executive Officer of the Company, in the amount of $356,214.  The aggregate
     of principal and interest due through June 30, 2000 is $358,228.

                                        5

<PAGE>

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


7.  Equity Transactions During the Quarter Ended June 30, 2000 were as follows:

     On June 6, 2000, the Company  reduced the number of  outstanding  shares of
     common  stock by 44,926  shares to reflect  the  adopted  listing of record
     ownership by the Company's transfer agent,  American Stock Transfer & Trust
     Company.

     On June 6, 2000,  the  Company  retired the 25,795  shares of common  stock
     issued and held as treasury shares by the Company.

8.  Preferred Stock:

     (a) Series A Preferred:
          On June 28, 2000,  Donald  Fresne  converted  $1,387,165  of debt into
          1,387,165 shares of the Company's Series A Preferred Stock.

     (b) Series B Preferred:
          On June 28, 2000,  there were 225,000 shares of the Company's Series B
          Preferred Stock issued for net proceeds of $225,000.

                                        6

<PAGE>

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


PART I   FINANCIAL INFORMATION

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

The Company  presently is  insolvent  and unable to pay its debts as they become
due. 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.

During the period  from June 28,  2000  through  August 2,  2000,  however,  the
Company  completed  a series  of  transactions  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 transactions, 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  continues  to pursue  funding  from a variety of sources.  However,
there can be no assurance  that the Company will be successful in its efforts to
raise additional capital.

The Company  believes that it has produced  enough data  indicating that the COD
Test can be used as a confirmatory test for prostate cancer to allow the Company
to negotiate a license agreement.

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 manufacture or market any of its products. The
Company's   plan  is  to   enlist  a   strategic   partner   to   complete   the
commercialization of products,  design the protocol for clinical trials,  assume
responsibility  for FDA approval,  and  subsequently  manufacture and market the
Company's assay. The Company continues to seek funding for future development of
its products through certain potential  strategic  partners and other sources of
funding.  The  Company  is  pursuing  a license  agreement  with  several  major
biopharmaceutical  companies.  The biopharmaceutical  company may be responsible
for obtaining all regulatory approvals in all the countries in which our product
is to be sold.  The  Company  anticipates  that our  partner  will  manufacture,
market,  and have the right to sublicense the  technology.  No assurances can be
made  that  the  Company  will  be  successful  in  negotiating  such a  license
agreement.

The  Company  continues  to pursue its  business  plan to the  extent  resources
permit.

                                        7

<PAGE>

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


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 COD 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

The above table was developed in  collaboration  with a major  biopharmaceutical
company.

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 study was done  using IgM  antibodies.  Because  of their  smaller  size and
faster  reactivity,  the  industry  prefers  IgG  antibodies.  The  Company  has
successfully  raised IgG antibodies  that are 20% of the size of IgM antibodies.
These antibodies have faster  reactivity and obviate problems  indigenous to IgM
antibodies.  The Company is now optimizing its assay,  i.e., testing the various
combinations  of IgG antibodies to determine  which  combination  gives the best
results,  which has led to  discussions  with  certain  major  biopharmaceutical
companies for a license agreement.

The Company has also entered into other collaborations with hospitals to develop
a  confirmatory  test for breast  cancer.  The  hospitals  are to collect  serum
samples from patients who have had positive mammograms and subsequent  biopsies.
This will  allow the  Company  to  demonstrate  the  ability  of the COD Test to
differentiate  between  cancer  and  normals,  and  confirm  the  presence  of a
carcinoma.  It is generally  accepted that  mammograms have a 66% false positive
rate.  The COD Test should drop this false positive rate to 5 - 10%. The Company
believes from in-house preliminary data that the COD Test should be an effective
confirmatory  test for breast  cancer.  As soon as these data are  available,  a
presentation will be made to prospective  strategic  partners with the intent to
license the  technology.  If  successful,  this Test will eliminate the need for
unnecessary  sonograms and biopsies,  reduce stress  experienced by patients who
have false  positives,  and  result in  substantial  savings to the health  care
industry.

                                        8

<PAGE>

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


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.  Work on the Company's  in-vivo  imaging agent is being delayed until
sufficient funds are available to continue such work.

                                        9

<PAGE>

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


PART II  OTHER INFORMATION

Item 2(b)  Rights of Equity Holders
           ------------------------

During June 2000,  Registrant issued shares of its Series B Preferred Stock. The
terms of such Series B Preferred Stock were amended prior to issuance to provide
that the holders of such  shares are  entitled to a  liquidation  preference  of
$1.00 per  share,  which  preference  is senior to the  rights of holders of all
other  classes  of   Registrant's   securities  in  the  event  of  Registrant's
liquidation.

Item 2(c)  Information Regarding the Sale of Unregistered Securities During the
           Three Month Period Ended June 30, 2000
           --------------------------------------------------------------------

In June 2000, Registrant issued to Donald C. Fresne, its Chairman, President and
Chief  Executive  Officer,  1,387,165  shares of its Series A Preferred Stock in
exchange  for the  contribution  to  Registrant's  capital  of an  aggregate  of
$1,387,164.85  of  accrued  but  unpaid  salary and  interest  and other  unpaid
expenses incurred by him on behalf of Registrant.

In June  2000,  Registrant  issued  to three  of its  existing  shareholders  an
aggregate of 225,000 shares of its Series B Preferred  Stock at a price of $1.00
per share.

Information  regarding the foregoing  transactions  is contained in Registrant's
Report  on Form  8-K  dated  June  28,  2000  which is  incorporated  herein  by
reference.

In June 2000,  Registrant  issued  options to purchase  37,000  shares of Common
Stock at $.50 per share to Richard  E.  Kent,  Registrant's  Vice  Chairman  and
Secretary pursuant to Mr. Kent's employment agreement with Registrant.

In June 2000,  Registrant  issued  12,000  shares of its Common Stock to each of
Richard E. Kent and L. Courtney  Schroder in lieu of accrued  director's fees of
$12,000 owed to each of them.

Registrant relied on Section 4(2) of the Securities Act of 1933, as amended,  in
issuing  all such  shares in light of the fact that such shares were issued on a
limited  basis,  without  publication  and the  recipients  of such  shares  are
familiar with Registrant and its operations.

                                       10

<PAGE>

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


Item 3.    Defaults Upon Senior Securities
           -------------------------------

Registrant  presently is in default with respect to the payment of principal and
interest on an  aggregate  of $75,000 of principal  amount of  Registrant's  25%
Unsecured Promissory Notes.  Aggregate accrued but unpaid interest thereon as of
June 30,  2000 is  $52,896.69.  The  principal  amount of such Notes  matured on
September 8, 1998.

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

           (a) Exhibits-None

           (b) Reports on Form 8-K

               Registrant  filed a report  on Form 8-K  dated  June 28,  2000 in
               connection  with  a  series  of  transactions  resulting  in  the
               satisfaction of its secured debt to the Bank of Millbrook and the
               issuance  of  various  classes  of  Registrant's   securities  in
               connection therewith.

                                       11

<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 11, 2000
                                       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

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