<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 KSB/A
(MARK ONE)
[X] AMENDMENT NO. 1 TO ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended: December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to ________________
Commission file number 1-11055
Epigen, Inc.
(Name of Small Business Issuer in its Charter)
Delaware 04-31230172
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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)
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange
on Which Registered
Units, each consisting of two shares of
Common Stock, two Class A Warrants and
one Class B Warrant ................................... None
Common Stock, par value $.001 per share................ None
Class A. Warrants....................................... None
Class B Warrants........................................ None
Securities registered under Section 12(g) of the Exchange Act:
Not Applicable
Check whether the issuer: (1) 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 [ ]
<PAGE> 2
The Exhibit List to Item 13 to the Annual report of Epigen, Inc. of Form 10
KSB for the fiscal year ended December 31, 1997 is hereby amended by adding to
the exhibits listed thereunder, Exhibit No. 27, as follows:
Item: 13 EXHIBITS, LIST AND REPORTS ON FORM 8-K
EXHIBIT LIST
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule, filed herewith
<PAGE> 3
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
EPIGEN, INC.
Date: September 25, 1998 /s/ Donald C. Frense
-------------------------------------
Donald C. Fresne, Chief Executive
Officer, Chairman of the Board of
Directors and President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Date: September 25, 1998 /s/ Donald C. Fresne
-------------------------------------
Donald C. Fresne, Chief Executive
Officer, Chairman of the Board of
Directors and President
Date: September 25, 1998 /s/ Richard E. Kent
-------------------------------------
Richard E. Kent, Vice Chairman of
the Board of Directors and Secretary
Date: September 25, 1998 /s/ L. Courtney Schroder
-------------------------------------
L. Courtney Schroder, Treasurer
(Principal Financial and Accounting
Officer) and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 64,809
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 64,809
<PP&E> 39,930
<DEPRECIATION> 35,727
<TOTAL-ASSETS> 122,943
<CURRENT-LIABILITIES> 2,588,737
<BONDS> 0
0
0
<COMMON> 2,769
<OTHER-SE> (2,468,563)
<TOTAL-LIABILITY-AND-EQUITY> 122,943
<SALES> 0
<TOTAL-REVENUES> 3,713
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,303,847
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 104,889
<INCOME-PRETAX> (1,405,023)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,405,023)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,405,023)
<EPS-PRIMARY> (.92)
<EPS-DILUTED> (.92)
</TABLE>
