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  March 31, 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 May 11, 2000 was 5,859,402.

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 March 31, 2000 and December 31, 1999   . . . . . . . . .       1

          Statements of Operations
           for the three month periods ended March 31, 2000
           and March 31, 1999 and cumulative from
           Inception (January 28, 1987) to March 31, 2000  . . . . . .       2

          Statements of Cash Flows
           for the three months periods ended March 31, 2000
           and March 31, 1999 and cumulative from
           Inception (January 28, 1987) to March 31, 2000  . . . . . .       3

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

Item 2.   Management's Discussion and Analysis or
           Plan of Operations  . . . . . . . . . . . . . . . . . . . .     6 - 8


PART II - OTHER INFORMATION

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



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

<PAGE>

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

                                                     March 31,     December 31,
                                                       2000           1999
                                                   ------------    ------------
ASSETS
Current Assets:
  Cash and cash equivalents ....................   $     17,400    $    521,766
                                                   ------------    ------------
     Total current assets ......................         17,400         521,766

Office equipment, net of accumulated
 depreciation of $50,773 and $49,272 ...........         19,365          20,866
                                                   ------------    ------------
     Total assets ..............................   $     36,765    $    542,632



LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
 Note payable demand ...........................   $    105,805    $    120,805
 Notes payable - 25% interest ..................        200,000         200,000
 Notes payable - prime plus 5% .................        250,000         250,000
 Accrued interest-notes payable ................        268,596         245,163
 Accrued direct research and development costs .        583,135         597,685
 Accrued professional fees .....................        257,574         316,534
 Accrued payroll ...............................      1,332,710       1,312,348
 Other accrued expenses ........................        448,583         526,353
                                                   ------------    ------------
     Total current liabilities .................      3,446,403       3,568,888
                                                   ------------    ------------
Long Term Liabilities:
 Note payable - Long term ......................        800,000         750,000
                                                   ------------    ------------
     Total liabilities .........................      4,246,403       4,318,888
                                                   ============    ============

Stockholders' Equity:
 Preferred stock - 15,000,000 shares
  authorized of which 1,500,000 shares
  designated as Series A, $.001 par value,
  issued and outstanding - 350,000 shares at
  March 31, 2000 ...............................            350             350
 Common stock - 50,000,000 shares authorized,
  $.001 par value, 5,859,402 shares issued and
  outstanding at March 31, 2000 ................          5,859           5,811
 Additional paid-in capital ....................     16,323,298      16,323,298
 Deficit accumulated during development stage ..    (20,538,798)    (20,105,368)
 Less 5 shares of common stock held in treasury,
  at cost ......................................           (347)           (347)
                                                   ------------    ------------
     Total stockholders' equity ................     (4,209,638)     (3,776,256)
                                                   ------------    ------------
     Total liabilities & stockholders' equity ..   $     36,765    $    542,632
                                                   ============    ============

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

                                        1


<PAGE>

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

                                                                    Cumulative
                                   For the Three   For the Three       from
                                   Months Ended    Months Ended    Inception to
                                     March 31,       March 31,       March 31,
                                       2000            1999            2000
                                   ------------    ------------    ------------
                                    (unaudited)     (unaudited)     (unaudited)
Revenues:
 Contract research .............   $       --      $       --      $      5,000
 Licensing fees ................           --              --             1,600
 Management fee income .........           --              --             3,072
 Interest income ...............           --              --           219,711
                                   ------------    ------------    ------------
                                           --              --           229,383
                                   ------------    ------------    ------------
Operating Costs & Expenses:
 Direct research and
  development ..................        141,553          21,145       8,139,106
 General and administrative ....        217,271         214,400      10,570,943
 Fees due to General Partner
  of the Predecessor and
  affiliates, forgiven and
  contributed to capital .......           --              --         1,188,893
 Interest expense, net .........         74,606          58,132         869,239
                                   ------------    ------------    ------------
     Total operating costs
      and expenses .............        433,430         293,677      20,768,181
                                   ------------    ------------    ------------

Net (loss) .....................   $   (433,430)   $   (293,677)   $(20,538,798)
                                   ============    ============    ============


Net loss per common share ......   $      (0.07)   $      (0.06)
                                   ============    ============

Weighted average
 number of shares of common
 stock outstanding .............      5,823,007       4,925,805
                                   ============    ============

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

                                        2

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

<CAPTION>

                                                                                        Cumulative
                                                       For the Three   For the Three       from
                                                       Months Ended    Months Ended    Inception to
                                                         March 31,       March 31,       March 31,
                                                           2000            1999            2000
                                                       ------------    ------------    ------------
                                                        (unaudited)     (unaudited)     (unaudited)
<S>                                                    <C>             <C>             <C>
Cash Flows from Operating Activities:
 Net loss ..........................................   $   (433,430)   $   (293,677)   $(20,538,798)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization expense ............          1,501           1,956         111,719
  Non-cash expenses paid in equity interest ........             49            --         2,811,462
  Non-cash compensation expense associated
   with the grant of stock options and warrants ....           --              --           427,964
 Debt converted to equity ..........................           --            76,680         945,831
 Changes in operating assets and liabilities:
 Increase (decrease) in accrued direct
  research and development costs ...................        (14,550)         20,772         583,135
 Increase (decrease) in accrued professional fees ..        (58,960)        (68,579)        257,574
 Increase (decrease) in accrued payroll ............         20,362          51,612       1,332,710
 Increase (decrease) in accrued expenses to
  affiliates, printing charges and other expenses ..        (54,338)         61,404         717,178
                                                       ------------    ------------    ------------
     Net cash used in operating activities .........       (539,366)       (149,832)    (13,351,225)
                                                       ------------    ------------    ------------

Cash Flows from Investing Activities:
 Purchase of office equipment ......................           --              --           (74,133)
 Purchase of treasury stock ........................           --              --              (347)
 Decrease (increase) in note receivable from
  an officer/shareholder ...........................           --              --              --
 Decrease (increase) in other assets ...............           --              --            (3,025)
 Increase in organizational costs ..................           --              --           (53,925)
                                                       ------------    ------------    ------------
     Net cash used in investing activities .........           --              --          (131,430)
                                                       ------------    ------------    ------------

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 .........           --              --           445,000
 Increase (decrease) in note payable-demand ........        (15,000)        (10,000)        105,805
 Net increase in notes payable - other .............         50,000            --         1,250,000
                                                       ------------    ------------    ------------
     Net cash provided by financing activities .....         35,000         200,011      13,500,055
                                                       ------------    ------------    ------------

Net increase (decrease) in cash and cash equivalents       (504,366)         50,179          17,400
Cash and cash equivalents, beginning period ........        521,766          24,215            --
                                                       ------------    ------------    ------------
Cash and cash equivalents, end of period ...........   $     17,400    $     74,394    $     17,400
                                                       ============    ============    ============

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

                                                  3
</TABLE>
<PAGE>

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


1.  Basis of Presentation:

         The  financial  statements  as of March  31,  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 three
         month  periods  ended  March  31,  2000  and  March  31,  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 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 patent  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 not to exceed $10,000,000 per year to BBRI equal to 5%
         of the net selling  price 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  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 6% of the Company's Common Stock, or 433,705 shares. 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  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 prospective strategic partners.

5.  Equity Transactions During the Quarter Ended March 31, 2000 were as Follows:

         On March 13, 2000,  the Company issued 48,527 shares of common stock to
         Mr. Robert Corsiglia to reflect the correction of a prior conversion of
         notes into common stock.

                                        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  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 will 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.

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:

                                        6

<PAGE>

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


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

                   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  engaged in  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.

The Company has formed a collaboration  with two thoracic surgeons at a New York
hospital to help develop a test for lung cancer.  There can be no assurance that
such test results will yield sufficiently  positive results. The results of such
tests and  collaboration  will  determine to a significant  extent the Company's
ability to promote potential strategic alliances for this test.

                                        7

<PAGE>

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


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

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 put on hold 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.

                                        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 March 31, 2000
          ----------------------------------------------------------------------

In March  2000,  Registrant  issued  48,527  shares  of its  Common  Stock to an
existing  shareholder  as additional  consideration  for the  conversion by such
shareholder  in 1998 of an aggregate of  $58,545.83,  of principal  and interest
owed  by  the  Company  to  such  shareholder  pursuant  to a  repricing  of the
conversion option available to such shareholder from $2.66 per share to $.83 per
share.

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 recipient of such shares is familiar
with Registrant and its operations.

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

          (a)  Exhibits

               10.36  Agreement  dated as of  December  1, 1999 among  Donald C.
               Fresne, Registrant and Biofund, Inc. relating to the guarantee by
               Biofund,  Inc. of up to $800,000 of indebtedness by Registrant to
               the Bank of Millbrook.

          (b)  Reports on Form 8-K

               The Company did not file any reports on Form 8-K during the three
               month period ended March 31, 2000.

                                        9

<PAGE>

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


SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
Registrant  caused  this  report to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Dated:  May 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

                                       10