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
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 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
10
