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 September 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)


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


                                 (845) 677-5317
                 -----------------------------------------------
                 (Issuer's telephone number including area code)


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


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 November 10, 2000 was 12,567,276.

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 September 30, 2000 and December 31, 1999 ..................        1

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

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

     Notes to Financial Statements .................................    4 - 6

Item 2.    Management's Discussion and Analysis
            or Plan of Operation ...................................    7 - 8


PART II    OTHER INFORMATION

Item 2.(c) Information Regarding the Sale of Unregistered
            Securities During the Three Month Period Ended
            September 30, 2000  ....................................        9

Item 3.    Defaults Upon Senior Securities .........................        9

Item 6.    Exhibits and Reports on Form 8-K ........................        9


SIGNATURES .........................................................       10

<PAGE>

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

<CAPTION>
                                                             September 30,   December 31,
                                                                 2000           1999
                                                             ------------    ------------
<S>                                                          <C>             <C>
ASSETS
Current Assets:
   Cash and cash equivalents .............................   $     41,128    $    521,766
   Loan and interest receivable ..........................        160,631            --
                                                             ------------    ------------
      Total Current Assets ...............................        201,759         521,766

Office equipment, net of accumulated depreciation of
  $53,775 and $49,272 ....................................         16,363          20,866
                                                             ------------    ------------
      Total Assets .......................................   $    218,122    $    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 ........................        134,054         245,163
   Accrued direct research & development costs ...........        494,237         597,685
   Accrued professional fees .............................        321,634         316,534
   Accrued payroll .......................................        158,520       1,312,348
   Other accrued expenses ................................        589,256         526,353
                                                             ------------    ------------
      Total Current Liabilities ..........................      1,878,506       3,568,888
                                                             ------------    ------------
Long Term Liabilities:
   Note payable - Long term ..............................           --           750,000
                                                             ------------    ------------
      Total Liabilities ..................................      1,878,506       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 - 1,843,306 shares at
       September 30, 2000 ................................          1,843             350
     500,000 shares designated as Series B, $.001 par
       value, issued and outstanding - 375,000 shares at
       September 30, 2000 ................................            375            --
   Common stock - 50,000,000 shares authorized,
     $.001 par value, 12,312,791 shares issued and
     outstanding at September 30, 2000 ...................         12,313           5,811
   Additional paid-in capital ............................     19,780,656      16,323,298
   Deficit accumulated during development stage ..........    (21,455,571)    (20,105,368)
   Less 5 shares of common stock held in
     treasury, at cost ...................................           --              (347)
                                                             ------------    ------------
      Total Stockholders' Equity .........................     (1,660,384)     (3,776,256)
                                                             ------------    ------------

      Total Liabilities & Stockholders' Equity ...........   $    218,122    $    542,632
                                                             ============    ============

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

                                             1
</TABLE>
<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 Nine    For the Nine        from
                                                      Months Ended    Months Ended    Months Ended    Months Ended    Inception to
                                                      September 30,   September 30,   September 30,   September 30,   September 30,
                                                          2000            1999             2000            1999           2000
                                                      ------------    ------------    ------------    ------------    ------------
                                                       (unaudited)     (unaudited)     (unaudited)     (unaudited)     (unaudited)
<S>                                                   <C>             <C>             <C>             <C>             <C>
Revenues:
 Contract research ................................   $       --      $      5,000    $       --      $      5,000    $      5,000
 Licensing fees ...................................           --              --              --              --             1,600
 Management fee income ............................           --              --              --              --             3,072
 Interest income ..................................          3,534            --            29,164            --           248,875
 Cancellation of debt income ......................        154,109            --           154,109            --           154,109
                                                      ------------    ------------    ------------    ------------    ------------
                                                           157,643           5,000         183,273           5,000         412,656
                                                      ------------    ------------    ------------    ------------    ------------

Operating Costs & Expenses:
 Direct research & development ....................        330,910         206,777         667,343         241,229       8,664,896
 General & administrative .........................        245,248         199,360         742,423         606,298      11,096,094
 Fees due to General Partner of the Predecessor
  & affiliates, forgiven and contributed to capital           --              --              --              --         1,188,893
 Interest expense, net ............................         17,228          62,571         123,711         181,738         918,344
                                                      ------------    ------------    ------------    ------------    ------------
      Total Operating Costs & Expenses ............        593,386         468,708       1,533,477       1,029,265      21,868,227
                                                      ------------    ------------    ------------    ------------    ------------

Net (loss) ........................................   $   (435,743)   $   (463,708)   $ (1,350,204)   $ (1,024,265)   $(21,455,571)
                                                      ============    ============    ============    ============    ============

Net loss per common share .........................   $      (0.04)   $      (0.09)   $      (0.17)   $      (0.20)
                                                      ============    ============    ============    ============

Weighted average number
 of shares of common stock outstanding ...........     10,621,082       5,325,088       7,749,516       5,092,591
                                                      ============    ============    ============    ============

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

                                                                  2
</TABLE>
<PAGE>

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

<CAPTION>
                                                                                            Cumulative
                                                           For the Nine    For the Nine       from
                                                           Months Ended    Months Ended    Inception to
                                                           September 30,   September 30,   September 30,
                                                               2000            1999            2000
                                                           ------------    ------------    ------------
                                                            (unaudited)     (unaudited)     (unaudited)
<S>                                                        <C>             <C>             <C>
Cash Flows from Operating Activities:
 Net loss ..............................................   $ (1,350,204)   $ (1,024,265)   $(21,455,572)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization expense ................          4,502           6,172         114,720
  Non-cash expenses paid in equity interest ............            (36)           --         2,811,377
  Non-cash compensation expense associated
   with the grant of stock options and warrants ........           --              --           427,964
 Debt converted to equity ..............................      2,812,306         379,680       3,758,137
 Changes in operating assets and liabilities:
   Increase (decrease) in accrued direct
    research and development costs .....................       (103,448)        119,015         494,237
   Increase (decrease) in accrued professional fees ....          5,100         (56,250)        321,634
   Increase (decrease) in accrued payroll ..............     (1,153,828)         63,445         158,520
   Increase (decrease) in accrued expenses to
    affiliates, printing charges and other expenses ....        (48,206)         56,297         723,310
                                                           ------------    ------------    ------------
     Net cash provided by (used in) operating activities        166,186        (455,906)    (12,645,673)
                                                           ------------    ------------    ------------

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 ...............................       (160,631)           --          (160,631)
 Decrease (increase) in other assets ...................           --              --            (3,025)
 Increase in organizational costs ......................           --              --           (53,925)
                                                           ------------    ------------    ------------
     Net cash used in investing activities .............       (160,284)         (1,072)       (291,714)
                                                           ------------    ------------    ------------

Cash Flows from Financing Activities:
 Proceeds from issuance of common stock ................        278,460           1,004       9,836,110
 Capital contributions .................................           --           409,531       2,141,600
 Proceeds from issuance of preferred stock .............        375,000          50,000         820,000
 Increase (decrease) in note payable-demand ............        (15,000)        (20,000)        105,805
 Net decrease in notes payable - other .................     (1,125,000)           --            75,000
                                                           ------------    ------------    ------------
     Net cash provided by (used in) financing activities       (486,540)        440,535      12,978,515
                                                           ------------    ------------    ------------

Net increase (decrease) in cash and cash equivalents ...       (480,638)        (16,443)         41,128
Cash and cash equivalents, beginning period ............        521,766          24,215            --
                                                           ------------    ------------    ------------
Cash and cash equivalents, end of period ...............   $     41,128    $      7,772    $     41,128
                                                           ============    ============    ============

               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 September 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 nine
         month periods  ended  September 30, 2000 and September 30, 1999 and the
         three month periods ended September 30, 2000 and September 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,  among other things,  for royalty payments to BBRI.
         Currently, royalty payments to BBRI are capped at 3% of the net selling
         price of products  containing  Human  Carcinoma  Antigen or epiglycanin
         except in the case of the Company's arrangements with the University of
         Oslo described below. The payment of 3% royalties  expires on the tenth
         anniversary of the first commercial sale of any such products.

         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 fixed at 4.5% for 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-

                                        4

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS


4.     Licensing Agreements (cont.):

         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  aggregate  royalty  payable to BBRI and
         MGH  shall  not  exceed  6% of the net  selling  price of any  licensed
         product or  process.  On June 12,  1995,  MGH agreed to reduce  royalty
         payments due pursuant to the June 1, 1993 agreement by 50% to between 1
         and 2.5%.

         The Company  entered into an agreement  dated as of March 31, 1999 with
         Vacold,  LLC for the  creation  of an IgG  antibody.  In lieu of  cash,
         Vacold  received  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 was negotiated  with Vacold for ongoing R&D.  Vacold was to be
         responsible for the optimization and  demonstration of the new assay to
         prospective  strategic  partners.   The  Agreements  with  Vacold  were
         terminated on October 1, 2000 by mutual consent. The Company is opening
         a new  laboratory at the  University of Rochester in Rochester,  NY, to
         continue the development of diagnostics.

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 September 30, 2000 is $160,631.

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  September 30, 2000
         is $366,287.

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

         On August 11,  2000,  the  Company  reduced  the number of  outstanding
         shares of common stock by 40,571 shares to reflect the adopted  listing
         of record  ownership by the Company's  transfer  agent,  American Stock
         Transfer & Trust Company.  The adjustment was disclosed in registration
         format,  as of August 11, 2000,  in the  Company's  Form 10-QSB for the
         quarter ended June 30, 2000. However, such adjustment was not reflected
         in the  Company's  financial  statements  for the period ended June 30,
         2000.

         The Company issued  1,840,000 shares of common stock at $0.50 per share
         to investors affiliated with Biofund,  Inc. as part of a refinancing of
         its arrangements with Biofund, Inc.


                                        5
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS


7.     Equity Transactions  During the Quarter Ended September 30, 2000  were as
       follows (cont.):

         The Company  recorded the issuance of 24,000  shares of common stock at
         $1.00 per share to two of the Directors of the Company at 12,000 shares
         each in satisfaction of the Company's  obligation of Director fees due.
         The sales of these shares were recorded at par value,  with the balance
         of the purchase price recorded as additional paid in capital.

         The Company  recorded the issuance of 529,114 shares of common stock to
         certain  holders of its 25% Bridge  Notes and prime plus 5%  Promissory
         Notes in satisfaction  of an aggregate of $375,000 of principal  amount
         of the Company's  obligations  to such  investors.  Such investors also
         agreed to  contribute  an aggregate of $154,109 in accrued  interest to
         the capital of the Company. The shares were issued at a price per share
         to  such   investors  to  reflect   conversions  of  debt  as  well  as
         cancellation  of debt income to the Company.  The sales of these shares
         were  recorded at par value,  with the balance of the  purchase  prices
         recorded as additional paid in capital.

         In addition, the Company sold 3,936,680 shares of common stock at $0.01
         per  share to the  equity  holders  of  Biofund,  Inc.  Pursuant  to an
         exercise of the warrant granted to Biofund, Inc. in accordance with its
         agreement  with the Company dated as of December 1, 1999.  Such warrant
         was  assigned,  pro rata,  to the equity  holders of Biofund,  Inc. and
         exercised by such equity  holders upon  repayment by the Company of its
         obligations  to Biofund,  Inc. in the aggregate  amount of 39,368.  The
         sales of these shares were  recorded at par value,  with the balance of
         the purchase price recorded as additional paid in capital.

         The Company sold two units, each full unit consisting of 100,000 shares
         of the  Company's  common  stock  and a Series I  Warrant  to  purchase
         100,000  shares of common  stock at a price per share of $2.00  through
         August 31, 2003, for a total of 200,000 shares of common stock at $1.15
         per share to investors.  These shares were recorded at par value,  with
         the  balance of the  purchase  price  recorded  as  additional  paid in
         capital.

         The Company sold to two shareholders  4,546 shares each, for a total of
         9,092 shares of common stock at $1.00 per share in connection  with the
         exercise of warrants. These shares were recorded at par value, with the
         balance of the purchase price recorded as additional paid in capital.

8.     Preferred Stock

         (a) Series A Preferred:

                  On July 27, 2000,  Richard Kent,  the Company's  Vice Chairman
                  and Secretary,  converted  $106,141 of debt owed to him by the
                  Company  into  106,141  shares  of  the  Company's   Series  A
                  Preferred Stock.

         (b) Series B Preferred:

                  On August 2, 2000,  150,000  shares of the Company's  Series B
                  Preferred  Stock were  issued for net  proceeds of $150,000 to
                  four investors.


                                        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  conversions  of debt to stock which  reduced its
outstanding  liabilities  by an  aggregate  of  $2,966,415  from  $4,607,906  to
$1,641,491. As a result of such conversions,  the Company issued an aggregate of
2,393,114  shares of its  common  stock,  and  1,493,306  shares of its Series A
Preferred Stock.

The Company  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 HCA
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 might have the right to sublicense the technology. No assurances can
be made  that the  Company  will be  successful  in  negotiating  such a license
agreement;  however,  in  October,  the Company  entered  into a  Memorandum  of
Understanding   with  a   biopharmaceutical   company  to  develop   and  market
therapeutics  utilizing the Company's  patented antigen.  This agreement will be
subject to a definitive contract.

The Company has hired Paul Schnipelsky, Ph.D., former Vice President of Research
from Ortho- Clinical Diagnostics,  John L. Daiss, Ph.D., former Chief Scientist,
and several  technicians  formerly employed by Ortho-Clinical  Diagnostics.  The
Company opened a laboratory at the University of Rochester in Rochester,  NY, to
continue the development of its products.

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

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


                                        7

<PAGE>


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


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

believes  that  the  results  demonstrate  the  viability  of the HCA  Test as a
diagnostic aid. The study reveals the following results in a comparison  between
its HCA and PSA:

                   Parameter      HCA                 PSA
                   ---------      ---                 ---
                   Sensitivity    96.4% (94%, 99%)    81.5%
                   Specificity    92.2% (89%, 96%)    51.6%
                   PPV(1)         90.9% (87%, 95%)    57.5%
                   NPV(2)         97%   (95%, 99%)    77.6%

         (1) Positive Predictive Value
         (2) Negative Predictive Value

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 HCA 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 HCA Test should drop this false positive rate to 5 - 10%. The Company
believes from in-house preliminary data that the HCA 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.

In-vitro testing regarding the Company's  therapeutic has shown that the vaccine
kills cancer cells within an hour without harm to normal  cells.  Reference  the
Memorandum of Understanding referred to above. Research on the Company's vaccine
at Columbia Presbyterian has been deferred until funding is available.


                                        8

<PAGE>


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


PART II    OTHER INFORMATION

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

During the months of August and September,  the Company issued 529,114 shares of
common  stock to  certain  holders  of its 25% Bridge  Notes and  certain  other
promissory notes in satisfaction of an aggregate of $375,000 of principal amount
of the Company's  obligations to such investors at prices ranging from $.606 per
share to $1.00 per share.  Such investors also agreed to contribute an aggregate
of $154,109 in accrued interest to the capital of the Company.

In each of August and September  2000,  the Company sold a unit,  each full unit
consisting  of  100,000  shares  of the  Company's  common  stock and a Series I
Warrant to purchase 100,000 shares of common stock at a price per share of $2.00
through  August 31, 2003, for a total of 200,000 shares of common stock at $1.15
per share to investors.

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.

In August 2000,  the Company sold to two  shareholders  4,546 shares each, for a
total of 9,092 shares of common stock at $1.00 per share in connection  with the
exercise of warrants.

In July 2000, Richard Kent, the Company's Vice Chairman and Secretary, converted
$106,141 of debt owed to him by the Company into 106,141 shares of the Company's
Series A Preferred Stock.

In August 2000,  the Company  issued  150,000  shares of the Company's  Series B
Preferred Stock to four investors at a price of $1.00 per share.

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

At September 30, 2000,  Registrant was 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 September 30, 2000 is $57,610.  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-None


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<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:  November 10, 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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