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 September 30, 1999

[_]            TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE ACT

               For the transition period from __________ to __________

                         Commission file Number 1-11055

                                  Epigen, Inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Delaware                                            04-3120713
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

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

                                 (914) 677-5317
                 -----------------------------------------------
                 (Issuer's telephone number including area code)

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

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15 (d) of the  Exchange Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                               Yes [X]     No [_]

The number of shares  outstanding of the issuer's common stock,  par value $.001
per share, at November 12, 1999 was 5,810,315.

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, 1999 and December 31, 1998  . . . . . . . . .       1

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

         Statements of Cash Flows
          for the nine month periods ended September 30,
          1999 and September 30, 1998 and cumulative from
          Inception (January 28, 1987) to September 30, 1999 . . . . . .       3

NOTES TO FINANCIAL STATEMENTS  . . . . . . . . . . . . . . . . . . . . .  4 -  6

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


PART II  OTHER INFORMATION

Item 2(c)Information regarding the sale of Unregistered Securities
          During the Three Month Period Ended September 30, 1999  . . . .      9

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


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

                                        i

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


                                                  September 30,     December 31,
                                                      1999             1998
                                                  ------------     ------------
ASSETS
Current Assets:
  Cash and cash equivalents ..................    $      7,772     $     24,215
                                                  ------------     ------------
     Total Current Assets ....................           7,772           24,215
Office equipment, net of accumulated
 depreciation of $47,215 and $41,043 .........          22,922           28,022
Other assets, net of accumulated
 amortization of $3,025 and $3,205 ...........            --               --
                                                  ------------     ------------
                                                  $     30,694     $     52,237
                                                  ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
 Note payable demand .........................         125,805          145,805
 Notes payable - 25% interest ................         200,000          200,000
 Notes payable - prime plus 5% ...............         250,000          250,000
 Accrued interest-note payable demand ........         221,121          150,697
 Accrued direct research and development
  costs ......................................         549,988          430,973
 Accrued professional fees ...................         301,285          357,535
 Accrued payroll .............................       1,236,965        1,173,520
 Other accrued expenses ......................         354,622          368,749
                                                  ------------     ------------
     Total Current Liabilities ...............       3,239,786        3,077,279

Stockholders' Equity:
 Preferred Stock - Class A ...................         350,000             --
 Common stock $.001 par value
 5,810,315 shares outstanding at
  September 30, 1999 .........................           5,810            4,787
 Additional paid-in capital ..................      15,973,648       15,484,456
 Deficit accumulated during development
  stage ......................................     (19,538,203)     (18,513,938)
 Less 5 shares of common stock held in
  treasury, at cost ..........................            (347)            (347)
                                                  ------------     ------------
     Total Stockholders' Equity ..............      (3,209,092)      (3,025,042)
                                                  ------------     ------------
                                                  $     30,694     $     52,237
                                                  ============     ============

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

                                        1

<PAGE>
<TABLE>

                                                EPIGEN, INC.
                                       (Formerly COD Associates, L.P.)
                                        (A Development 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,
                                    1999            1998            1999            1998          1999
                                 ----------      ----------      ----------      ----------   ------------
                                 (unaudited)     (unaudited)     (unaudited)     (unaudited)   (unaudited)
<S>                            <C>             <C>             <C>             <C>             <C>
Revenues:
 Contract research .........   $      5,000    $       --      $      5,000    $       --      $     5,000
 Licensing fees ............           --             1,600            --             1,600          1,600
 Interest income ...........           --              --              --              --          219,711
                                 ----------      ----------      ----------      ----------   ------------
                                      5,000           1,600           5,000           1,600        226,311
                                 ----------      ----------      ----------      ----------   ------------
Operating Costs & Expenses:
 Direct research and
  development ..............        206,777          77,107         241,229         261,150      7,732,202
 General and administrative         199,360         219,343         606,298         616,154     10,116,599
 Fees due to General Partner
  of the Predecessor and
  affiliates, forgiven and
  contributed to capital ...           --              --              --              --        1,188,893
 Interest expense, net .....         62,571          29,922         181,738          88,996        726,820
                                 ----------      ----------      ----------      ----------   ------------
     Total Operating Costs
      and Expenses .........        468,708         326,372       1,029,265         966,300     19,764,514
                                 ----------      ----------      ----------      ----------   ------------
Net (loss) .................       (463,708)       (324,772)     (1,024,265)       (964,700)   (19,538,203)
                                 ==========      ==========      ==========      ==========   ============
Net loss per common share ..     $    (0.09)     $    (0.07)     $    (0.20)     $    (0.24)
                                 ==========      ==========      ==========      ==========
Weighted average
Number of shares of common
 stock outstanding .........      5,325,088       4,714,915       5,092,591       3,961,473
                                 ==========      ==========      ==========      ==========

                 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,
                                                      1999            1998            1999
                                                  ------------    ------------    ------------
                                                   (unaudited)     (unaudited)     (unaudited)
<S>                                               <C>             <C>             <C>
Cash Flows from Operating Activities:
 Net loss .....................................   $ (1,024,265)   $   (964,700)   $(19,538,203)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization expense .......          6,172           4,083         108,161
  Non-cash expenses paid in equity interest ...           --              --         2,810,878
  Non-cash compensation expense associated
   with the grant of stock options and warrants           --              --           427,964
 Debt converted to equity .....................        379,680            --           945,830
 Changes in operating assets and liabilities
 Increase(decrease) in accrued direct
  research and development costs ..............        119,015         110,410         549,988
 Increase(decrease) in accrued professional
  fees ........................................        (56,250)          3,733         301,285
 Increase(decrease) in accrued payroll ........         63,445          75,503       1,236,965
 Increase(decrease) in accrued expenses to
  affiliates, printing charges and other
  expenses ....................................         56,297          63,605         575,743
                                                  ------------    ------------    ------------
     Net Cash Used in Operating Activities ....       (455,906)       (707,366)    (12,581,389)
                                                  ------------    ------------    ------------

Cash Flows from Investing Activities:
 Purchase of office equipment .................         (1,072)        (29,135)        (74,132)
 Purchase of treasury stock ...................           --              --              (347)
 Decrease(increase) in note receivable from
  an officer/shareholder ......................           --           (34,830)           --
 Decrease(increase) in other assets ...........           --              --            (3,025)
 Increase in organizational costs .............           --              --           (53,925)
                                                  ------------    ------------    ------------
     Net Cash Used in Investing Activities ....         (1,072)        (63,965)       (131,429)
                                                  ------------    ------------    ------------

Cash Flows from Financing Activities:
 Proceeds from issuance of common stock .......          1,004           1,946       9,148,654
 Capital contributions ........................        409,531         765,606       2,551,131
 Proceeds from issuance of preferred stock ....         50,000            --           445,000
 Increase (decrease) in note payable-demand ...        (20,000)        175,000         125,805
 Net increase in notes payable - demand .......           --              --           450,000
                                                  ------------    ------------    ------------
     Net Cash Provided by Financing Activities         440,535         942,552      12,720,590
                                                  ------------    ------------    ------------

Net increase(decrease) in cash and cash
 equivalents ..................................        (16,443)        171,221           7,772
Cash and cash equivalents, beginning period ...         24,215          64,809            --
                                                  ------------    ------------    ------------
Cash and cash equivalents, end of period ......   $      7,772    $    236,030    $      7,772
                                                  ============    ============    ============

           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, 1999 are  unaudited,  but
         include all adjustments  (consisting of normal,  recurring adjustments)
         which the Company  considers  necessary for a fair presentation of such
         interim  financial  statements.  The results of operations for the nine
         month periods  ended  September 30, 1999 and September 30, 1998 and the
         three  month  periods  ended  September  30,  1999  and  1998  are  not
         necessarily  indicative  of  the  results  for  the  entire  year.  The
         financial  statements  and notes are  presented  as  permitted  by Form
         10-QSB and do not contain certain information included in the Company's
         annual financial statements and notes.

2.  Cash and Cash Equivalents:

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

3.  Net Loss per Share:

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

4.  Licensing Agreements:

         The Company's technology is used under an exclusive license from Boston
         Biomedical Research Institute  ("BBRI").  Pursuant to the terms of this
         license agreement, the Company has been granted an exclusive, worldwide
         license to manufacture,  use, lease, sell or otherwise transfer (a) any
         products  utilizing  any patents  obtained by BBRI, or (b) any products
         resulting  from  the   Company-sponsored   research  at  BBRI,  or  (c)
         compositions  containing  such  products.  The  agreement  provides for
         royalty payments 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  of  any  human
         therapeutic  product  utilizing  these  patent or  biological  material
         rights sold to third parties.  Pursuant to the Company's agreement with
         BBRI, the royalty payable to BBRI is reduced to 4.5% of the net selling

                                        4

<PAGE>

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


4.  Licensing Agreements (cont.):

         price of any  covered  product  for which a royalty is also payable  to
         the University.

         During 1993, the Company  entered into an agreement with  Massachusetts
         General  Hospital  ("MGH") to  license  certain  antibodies  for use in
         developing the in vitro  diagnostic test, the in vivo imaging agent and
         the therapeutic vaccine.  Under the agreement,  the Company is required
         to pay  royalties  ranging  from 2% to 5% of the net  sales  price,  as
         defined,  depending  on the country in which the  product is sold.  The
         term of the agreement  expires,  on a  country-by-country  basis, eight
         years after the first commercial sale or for the life of a valid patent
         in a  country,  whichever  occurs  first.  Pursuant  to  the  Company's
         agreement  with BBRI, if royalties are to be paid to both BBRI and MGH,
         the royalty otherwise payable to BBRI will be reduced so that the total
         royalty  paid to BBRI  and MGH does not  exceed  6% of the net  selling
         price of any licensed product or process.  On June 12, 1995, MGH agreed
         to reduce  royalty  payments due pursuant to the June 1, 1993 agreement
         by 50%.

         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  is to  receive  5% of the  Company's  Common  Stock,  plus 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  September 30, 1999 were as
     follows:

         The Company sold 50,000 shares of Class A preferred  stock at $1.00 per
         share. These shares were recorded at $1.00 per share.

         On July 9, 1999,  Donald  Fresne  converted  $300,000 debt to equity in
         exchange for  300,000 shares of the Company's Class A  preferred stock.
         These shares were recorded at $1.00 per share.

         The Company sold  200,000  shares of common stock to investors at $1.00
         per share  with five  year  warrants  attached  to each  share  with an
         exercise  price of $3.00.  These shares were recorded at par value with
         the additional investment credited to paid in capital.

                                        5

<PAGE>

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


5.   Equity  Transactions  During the Quarter  Ended  September 30, 1999 were as
     follows (cont.):

         On  September 8, 1999,  a creditor  converted  $3,000 debt to equity in
         exchange for 3,000 shares of the Company's  common stock.  These shares
         were recorded at par value with the  additional  value credited to paid
         in capital.

         The Company  issued  433,705  shares of common stock to Vacold,  LLC, a
         Delaware Corporation, in satisfaction of the Company's obligation under
         its March 31, 1999 Agreement. These shares were recorded at  par value.

         The Company issued 21,685 shares of common stock as a commission to Mr.
         Ransel  Potter,  representing  5% of the  number  of  shares  issued to
         Vacold, LLC. These shares were recorded at par value.

         The  Company  issued  50,000  shares  of  common  stock  to  two of the
         Directors  of the  Company  at 25,000  shares  each in  recognition  of
         substantial services. These shares were recorded at par value.

         The Company  recorded the issuance of 20,000  shares of common stock to
         two of the  doctors  at 10,000  shares  each as a stock  award to these
         doctors  engaged  in  the  development  of the  IgG  antibody  for  the
         Company's technology. These shares were recorded at par value.

         The Company  reclassified 560 shares of the Company's common stock to a
         liability  account  pending the issuance.  These shares were originally
         recorded at par value.

                                        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.

The Company does not presently  have the  resources to complete the  development
of, conduct  prospective  clinical trials for,  manufacture and market,  the COD
Test. The Company continues to seek funding for future  development and clinical
trials of its products.  Certain potential  strategic partners and other sources
for such funding are currently reviewing the efficacy of such products.

The  Company  continues  to pursue its  business  plan to the  extent  resources
permit. The Company has entered into arrangements with (i) a group of physicians
from several  leading  hospitals to obtain  prostate  serum  samples in order to
conduct both  retrospective and prospective  clinical trials on the Company's in
vitro blood test that will be used to confirm the  presence of prostate  cancer,
and (ii) is in discussions with major  biopharmaceutical firms to participate in
these  retrospective  and  prospective  clinical  trials  for  prostrate  cancer
patients. The Company has entered into a collaboration with leading hospitals to
gather  additional  serum samples to demonstrate the efficiency of the Company's
in vitro blood test to confirm the  presence  of breast  cancer on patients  who
have positive  mammograms.  Mammograms have 66% false  positives.  If such tests
yield sufficiently  positive results,  the Company believes that it will be able
to enter into a strategic  alliance.  There can be no  assurance  that such test
results will yield sufficiently positive results. The results of such tests will
determine to a significant  extent the Company's ability to structure  potential
strategic alliances.

The  Company  is  currently  in  preliminary  negotiations  with  several  major
biopharmaceutical  companies,  and in the event positive results are achieved in
either the prostate or breast  clinical  trials,  the Company  expects to form a
strategic  alliance  with one of these  companies.  There  can be no  assurance,
however, that the Company will be successful in such endeavor.

Phase 1 and 2  clinical  trials  will  commence  on its  therapeutic  vaccine at
Columbia  Presbyterian Hospital under the auspices of Dr. Carl Olsson as soon as
funds  are  available.  Work on the  Company's  in vivo  imaging  agent is being
delayed until sufficient funds are available to continue such work.

The Company entered into an Agreement dated March 31, 1999 with Vacold,  LLC for
the  creation of the first IgG  antibody.  Pursuant to this  Agreement,  433,705
shares of the  Company's  Common Stock were issued to Vacold,  LLC. In addition,
Vacold,  LLC is entitled to a 3% royalty on Epigen's sales that  incorporate the
use of any IgG antibodies developed in Vacold's laboratory.

                                        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.):

A second  contract  with Vacold for ongoing R&D has been  negotiated at standard
industry rates. Vacold is to raise new IgG antibodies,  create a sandwich assay,
produce  some  necessary  reagents,  purify the  antibodies,  and  optimize  and
demonstrate  the  new  assay  to  our  prospective   strategic   partners.   The
demonstration of these new antibodies is expected in the first  quarter of 2000.

                                        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, 1999.

In July 1999, Registrant sold an aggregate of 200,000 shares of its Common Stock
at a price of $1.00 per share.  Registrant  also issued its Series H Warrants to
purchase an additional  200,000  shares of its Common Stock to the purchasers of
such Common Stock.  Such warrants have an exercise  price of $3.00 per share and
are  exercisable  through June 30, 2004. The proceeds of such sales were used by
Registrant for working capital.

In September 1999,  Registrant  issued to providers of research and development,
accounting and consulting  services an aggregate of 458,390 shares of its Common
Stock.  Of such shares,  3,000 were issued to  Registrant's  former  independent
accountant in satisfaction of $3,000 of unpaid  accounting  fees. The balance of
the shares of Common Stock were issued at par value.

In September 1999, Registrant issued an aggregate of 50,000 shares of its Common
Stock to two  directors as a stock bonus for services  rendered.  Such shares of
Common Stock were issued at par value.

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 were either
engaged in commercial  relationships  with Registrant or otherwise familiar with
Registrant and its operations.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits
               None

          (b)  Reports on Form 8-K
               The Company did not file any reports on Form 8-K during the three
               month period ended September 30, 1999.

                                        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:  November 12, 1999


                                        EPIGEN, INC.


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


                                        By:  /s/:  L. Courtney Schroder
                                             -------------------------------
                                             L. Courtney Schroder, Treasurer
                                             and Chief Financial Officer

                                       10