FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
         ENDED:  June 30, 1997; or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from_____________ to _____________

Commission File Number 1-11352
                       -------

                                  DynaGen, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                       04-3029787
           --------                                       ----------
(State  or other  jurisdiction  of           (IRS  Employer Identification No.)
 incorporation or organization)

                                 99 Erie Street
                               Cambridge, MA 02139
         --------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (617) 491-2527
         --------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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
    ------         ------


As of August 5, 1997, there were outstanding  32,177,625 shares of common stock,
$.01 par value per share.





                                  DYNAGEN, INC.

                                    FORM 10-Q

                                QUARTERLY REPORT

                                 -------------

                                TABLE OF CONTENTS



Facing Page                                                                    1

Table of Contents                                                              2

PART I.  FINANCIAL INFORMATION (*)

         Item 1.           Financial Statements:
                            Condensed Consolidated Balance Sheets              3
                            Condensed Consolidated Statements of Loss          5
                            Condensed Consolidated Statements of Changes
                             in Stockholders' Equity                           6
                            Condensed Consolidated Statements of
                             Cash Flows                                        7
                            Notes to Unaudited Condensed Consolidated
                             Financial Statements                              9

         Item 2.           Management's Discussion and Analysis
                           of Financial Condition and Results
                           of Operations                                      11

PART II.  OTHER INFORMATION

         Item 2.           Changes in Securities                              15
         Item 6.           Exhibits and Reports on Form 8-K                   16

SIGNATURES                                                                    18





(*)      The  financial  information  at December 31, 1996 has been derived from
         the  audited  financial  statements  at that date and should be read in
         conjunction therewith. All other financial statements are unaudited.

                                        2





                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                                  DYNAGEN, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                                       June 30,     December 31,
                                                         1997            1996
                                                         ----            ----

Current assets:
         Cash and cash equivalents
          (including interest-bearing
          deposits of $31,686 and
          $1,835,000)                                $   576,881     $ 2,112,300
         Investment securities available
          for sale at fair value                            --         3,004,700
         Accounts receivable                           2,959,945         261,932
         Rebates                                         498,304            --
         Inventory (Note 3)                            8,876,626         451,883
         Notes receivable                                185,000         185,000
         Prepaid expenses and other
          current assets                                 291,125         295,613
                                                     -----------     -----------

            Total current assets                      13,387,881       6,311,428
                                                     -----------     -----------

Property and equipment, net of
 accumulated depreciation and
 amortization of $769,578 and $337,813                 1,555,148         673,969
                                                     -----------     -----------

Other assets:
         Goodwill (note 4)                            14,254,827            --
         Patents and trademarks, net of
          accumulated amortization of
          $75,398 and $65,639                            256,081         265,840
         Deferred debt financing costs,
          net of accumulated amortization
          of $52,052 and $119,039                        437,976         119,039
         Deposits                                        292,873          92,873
                                                     -----------     -----------

            Total other assets                        15,241,757         477,752
                                                     -----------     -----------

                                                     $30,184,786     $ 7,463,149
                                                     ===========     ===========


                See accompanying notes to unaudited consolidated
                             financial statements.

                                        3





                                  DYNAGEN, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                      June 30,      December 31,
                                                        1997           1996
                                                        ----           ----

Current liabilities:
         Current maturities of
          long-term debt (Note 8)                    $2,576,667     $
         Loan payable - Bank (Note C7)                5,514,615            --
         Accounts payable                             4,635,876         712,239
         Accrued payroll and
          payroll taxes                                 336,077          96,894
                                                   ------------    ------------
                  Total current liabilities          13,063,235         809,133

         Warrant put liability (Note 6)                 702,000            --
         
         Long-term debt                               5,655,231       1,600,000
                                                   ------------    ------------

                  Total liabilities                  19,420,466       2,409,133
                                                   ------------    ------------

Stockholders' equity (Note 6):
         Preferred stock, $.01 par value,
          10,000,000 shares authorized:
          Series A convertible,
          50,000 shares authorized,
          41,000 shares issued and
          outstanding, (liquidation value - 
          $4,100,000)                                       410            --
          Series B convertible,
          7,500 shares authorized, issued and
          outstanding, liquidation value - $747,750)         75            --
         Common stock, $.01 par value,
          75,000,000 shares authorized,
          32,164,144 and 29,106,231 shares
          issued and outstanding                        321,641         291,062
         Additional paid-in capital                  39,551,688      29,076,838
         Accumulated deficit                        (29,109,494)    (24,315,191)
                                                   ------------    ------------
                                                     10,764,320       5,052,709

         Unrealized gain on
          investment securities                            --             1,307
                                                   ------------    ------------

                  Total stockholders' equity         10,764,320       5,054,016
                                                   ------------    ------------

                                                   $ 30,184,786    $  7,463,149
                                                   ============    ============

                See accompanying notes to unaudited consolidated
                             financial statements.

                                        4





                                  DYNAGEN, INC.

                    CONDENSED CONSOLIDATED STATEMENTS OF LOSS
                                   (Unaudited)



                                                      Six Months Ended
                                                   -------------------------
                                                   June 30,          June 30,
                                                     1997              1996
                                                 -------------       --------

Revenues:
         Fees and royalties                      $     50,658      $     60,000
         Product sales                              1,783,857           162,890
                                                 ------------      ------------

          Total revenues                            1,834,515           222,890
                                                 ------------      ------------

Costs and expenses:
         Cost of sales                              2,707,667            67,843
         Research and development                   1,646,679         2,081,523
         Selling, general and
          administrative                            2,248,649         1,496,092
                                                 ------------      ------------

          Total costs and expenses                  6,602,995         3,645,458
                                                 ------------      ------------

          Operating loss                           (4,768,480)       (3,422,568)
                                                 ------------      ------------

Other income (expense):
         Investment income, net                       109,035           256,194
         Interest expense                            (116,487)          (63,999)
         Amortization of debt
          financing costs                             (18,372)          (57,230)
                                                 ------------      ------------

          Other income (expense), net                 (25,824)          134,965
                                                 ------------      ------------

          Net loss                               $ (4,794,304)     $ (3,287,603)
                                                 ============      ============

Net loss per share                               $       (.16)     $       (.12)
                                                 ============      ============

Weighted average shares outstanding
(Note 2)                                           30,195,712        26,674,609
                                                 ============      ============








                See accompanying notes to unaudited consolidated
                             financial statements.

                                        5





                                  DYNAGEN, INC.

                    CONDENSED CONSOLIDATED STATEMENTS OF LOSS
                                   (Unaudited)



                                                     Three Months Ended
                                                     ------------------
                                                  June 30,          June 30,
                                                    1997              1996
                                                -------------       --------

Revenues:
         Fees and royalties                      $     50,426      $     25,000
         Product sales                              1,229,846            69,565
                                                 ------------      ------------

          Total revenues                            1,280,272            94,565
                                                 ------------      ------------

Costs and expenses:
         Cost of sales                              1,754,509            21,219
         Research and development                   1,159,267         1,229,837
         Selling, general and
          administrative                            1,066,743           615,859
                                                 ------------      ------------

          Total costs and expenses                  3,980,519         1,866,915
                                                 ------------      ------------

          Operating loss                           (2,700,247)       (1,772,350)
                                                 ------------      ------------

Other income (expense):
         Investment income, net                        16,704           147,011
         Interest expense                            (102,947)          (39,999)
         Amortization of debt
          financing costs                              (9,186)          (34,338)
                                                 ------------      ------------

          Other income (expense), net                 (95,429)           72,674
                                                 ------------      ------------

          Net loss                               $ (2,795,676)     $ (1,699,676)
                                                 ============      ============

Net loss per share                               $       (.09)     $       (.06)
                                                 ============      ============

Weighted average shares outstanding
(Note 2)                                           30,411,508        27,287,699
                                                 ============      ============











                See accompanying notes to unaudited consolidated
                             financial statements.

                                        6





                                  DYNAGEN, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                       Six Months Ended
                                                       ----------------
                                                    June 30,         June 30,
                                                      1997             1996
                                                 -------------       --------

Cash flows from operating activities:
  Net loss                                        $(4,794,304)   $  (3,287,603)
  Adjustments to reconcile net loss
   to net cash used for operating
   activities:
    Stock option issued for services                  156,918             -
    Employee stock and
     stock option grants                                 -             558,857
    Depreciation and amortization                     134,477           93,170
    Amortization and accretion of
     (discounts) premiums on
     investment securities                            (10,154)        (114,935)
    Stock issued for interest
     obligation                                        38,438           37,333
    Write-off of patent costs                            -              41,852
    (Increase) decrease in operating assets:
     Accounts receivable                             (142,722)         (37,111)
     Prepaid expenses and other
      current assets                                   37,147          (10,553)
    Inventory                                      (1,033,686)            -
    Increase (decrease) in operating liabilities:
     Accounts payable and accrued expenses          3,008,065           333,628
     Deferred revenue                                    -             (34,033)
                                                   -----------     ------------
           Net cash used for operating activities  (2,605,821)      (2,419,395)

Cash flows from investing activities:
    Acquisition of Superior                        (6,250,000)            -
    Purchase of investment securities              (1,186,455)     (23,976,046)
    Proceeds from sales and maturities
     of investment securities                       4,200,000       18,574,000
    Purchase of property and equipment                586,906          (33,146)
    Patent and trademark costs                           -             (39,744)
    Decrease in deposits                             (200,000)            -
    (Increase) decrease in notes receivable              -             (75,000)
                                                   -----------     ------------
             Net cash provided by (used for)
              investing activities                 (2,849,549)      (5,549,936)
                                                   -----------     ------------

                See accompanying notes to unaudited consolidated
                             financial statements.

                                        7





                                  DYNAGEN, INC.

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                                   (Unaudited)



                                                         Six Months Ended
                                                         ----------------
                                                      June 30,         June 30,
                                                         1997            1996
                                                      ----------      --------

Cash flows from financing activities:
         Net proceds from exercise of
          stock warrants and options                   $   --       $     1,819
         Net proceeds from issuance of Common
          Stock and Warrants                             854,250      4,852,561
         Net proceeds from preferred stock             4,847,750      1,725,295
         Net proceeds from private debt placement      2,696,898           --
         Increase in deferred financing costs           (328,123)          --
         Net repayments, notes payable bank           (1,594,108)          --
                  Net cash provided by
                   financing activities                6,476,667     (6,579,675)
                                                       ----------    -----------

Net change in cash and cash equivalents               (7,378,703)    (1,389,656)
Cash and cash equivalents at
 beginning of year                                     2,112,300      1,765,604
                                                      ----------    -----------
Cash and cash equivalents, end of period               $ 576,881     $  375,948
Supplemental cash flow information:
         Stock options issued (cancelled) in
          exchange for future services                     --       $    55,225
         Conversion of preferred stock to common stock     --       $ 3,461,150

Supplemental cash flow information:
     Interest paid                                     $            $

Schedule of non cash investing and financing
     activities:
     
     Conversion of convertible notes into
     common stock                                      1,065,000

On June 18, 1997, the Company
purchased all of the common stock
of Superior Pharmaceutical Company, Inc.
for $16,250,000.  In connection with the
acquisition, non cash financing activities,
liabilities assessed and goodwill were as
follows:

     Fair value of assets acquired                  $10,913,834
     Cash paid for common stock                      (6,250,000)
     Fair value of common stock issued               (5,000,000)
     Note payable issued                             (5,000,000)
     Liabilities assumed                             (8,263,477)
                                                     -----------
     Goodwill (exclusive of other
               acquisition costs
               of $694,890)                         $13,599,643
                                                    ===========











                See accompanying notes to unaudited consolidated
                             financial statements.

                                        8







                                  DYNAGEN, INC.

      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                         Six Months Ended June 30, 1997
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                 SERIES A                        CONVERTIBLE              
                                      COMMON STOCK               CONVERTIBLE PREFERRED STOCK     PREFERRED STOCK      
                                      ------------               ---------------------------     SERIES B             
                                   SHARES      AMOUNT            SHARES                AMOUNT    SHARES       AMOUNT  
                                   ------      ------            ------                ------    -------------------  
<S>                          <C>            <C>                  <C>                <C>           <C>         <C>     
Balance at                                                                                                            
 December 31, 1996             29,106,231     $291,062               --               $    --                         
Decrease in unrealized                                                                                                
 gain on investment                                                                                                   
 securities                            --           --               --                    --                         
Shares issued in private                                                                                              
 placements                      375,000         3,750           41,000                   410     7,500          75
Stock issued for Superior 
 acquisition                   1,666,667        16,668               --                    --                         
Exercise of stock options          1,500            15               --                    --                         
Issuance of common stock                                                                                              
 purchase warrents                    --            --               --                    --                         
Stock options issued                                                                                                  
 for services                         --            --               --                    --                          
Stock issued for                                                                                                      
 interest obligation              25,152           251               --                    --                         
Conversion of note payable       989,594         9,896               --                    --                         
Net loss                             --             --               --                    --                         

Balance at June 30, 1997      32,164,144       321,642           41,000               $   410     7,500      $   75                 
                              ==========     =========        =========                =======   ======       =====   



                                                                UNREALIZED                                                          
                                  ADDITIONAL                    GAIN ON                                                             
                                  PAID-IN       ACCUMULATED     INVESTMENT                    
                                  CAPITAL       DEFICIT         SECURITIES          TOTAL     
                                  -------       -------         ----------          -----     
Balance at                                                                                    
 December 31, 1996             $29,076,838    $(24,315,191)     $    1,307        $5,054,016  
Decrease in unrealized                                                                        
 gain on investment                                                                           
 securities                            --              --          (1,307)           (1,307)  
Shares issued in private                                                                      
 placements                     4,318,982              --              --         4,323,217
Stock issued for Superior 
 acquisition                    4,983,333              --              --         5,000,000                   
Exercise of stock options           1,110              --              --             1,125   
Issuance of common stock                                                                      
 purchase warrents                    450              --              --               450   
Stock options issued                                                                          
 for services                     156,918              --              --           156,918   
Stock issued for                                                                              
 interest obligation               38,187              --              --            38,438   
Conversion of note payable        975,869              --              --           985,765   
Net loss                               --       (4,794,304)            --        (4,794,304)  
                               ----------      -----------         ------       -----------                                       

Balance at June 30, 1997       39,551,687      (29,109,495)            --        10,764,318   
                              ===========      ===========         ======       ===========

</TABLE>

                                                                                



                                  DYNAGEN, INC.

      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                         Six Months Ended June 30, 1996
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                             Unrealized
                                                   Series A                     Additional                   Gain on
                           Common Stock            Convertible Preferred Stock  Paid-in      Accumulated     Investment
                           Shares      Amount      Shares       Amount          Capital      Deficit         Securities   Total
                           ----------  ------      -------      ------          -----------  -------------   ----------   -----

<S>                       <C>          <C>        <C>        <C>            <C>             <C>              <C>         <C>
Balance at
 December 31, 1995          25,196,963  $251,970        --    $       --      $23,094,903    $(16,721,448)   $ 1,142    $ 6,626,567
Decrease in unrealized
 gain on investment
 securities                       --        --          --            --             --              --       (1,125)        (1,125)
Shares issued in
 private placements          1,520,686    15,207   1,178,264     3,461,150      1,376,204            --         --        4,852,561 
Conversion of
 preferred stock             1,612,834    16,128  (1,178,264)   (3,461,150)     3,445,022            --         --             --
Costs related to exercise
 of public warrants               --        --          --            --           (3,756)           --         --           (3,756)
Exercise of stock options       95,855       959        --            --            4,616            --         --            5,575
Employee stock and
 stock option grants           117,250     1,172        --            --          557,685            --         --          558,857
Stock options issued for
 services                         --        --          --            --           55,225            --         --           55,225
Stock issued for
 interest obligation            16,411       164        --            --           37,169            --         --           37,333
Net loss                          --        --          --            --             --        (3,287,603)      --       (3,287,603)
                           -----------  --------  ----------  ------------    -----------    ------------    -------    -----------

Balance at June 30, 1996    28,559,999  $285,600        --   $        --      $28,567,068    $(20,009,051)   $    17    $ 8,843,634
                           ===========  ========  ==========  ============    ===========    ============    =======    ===========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       9




                                       11





                                  DYNAGEN, INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 1997



1.       BASIS OF PRESENTATION

         The accompanying  unaudited  consolidated  financial  statements of the
Company have been  prepared in accordance  with  generally  accepted  accounting
principles  for  interim  financial  information  and  in  accordance  with  the
instructions  to Form 10-Q and Rule  10-01 of  Regulation  S-X and  include  the
accounts  of  DynaGen,   Inc.  and  its  wholly-owned   subsidiaries,   Superior
Pharmaceutical  Company and Able  Laboratories,  Inc.  Accordingly,  they do not
include all information and footnotes required by generally accepted  accounting
principles   for  complete   financial   statement   presentation.   Significant
intercompany balances and transactions have been eliminated in consolidation.

         As of December 31, 1996, the Company  changed from a fiscal year ending
June 30 to a fiscal year ending December 31.

         The results of  operations  for the interim  periods  reported  are not
necessarily  indicative of expected  results for any future interim period for a
full fiscal year. In the opinion of management,  all adjustments  have been made
(consisting only of normal recurring adjustments) which are necessary for a fair
presentation of operating results for the interim periods presented.

         The financial  information included in this report has been prepared in
conformity with the accounting  policies  reflected in the financial  statements
included in the Company's Transition Report on Form 10-K as of December 31, 1996
filed with the Securities and Exchange Commission.

2.       NET LOSS PER SHARE

         Net loss per common share has been computed by dividing the net loss by
the weighted  average  number of shares of common stock  outstanding  during the
periods indicated. The effect of all common stock equivalents have been excluded
from the calculation of the weighted average number of common shares outstanding
since their inclusion would be anti-dilutive.

3.       INVENTORY

         Inventory at June 30, 1997 consists of the following:

         Raw material                       $  500,250
         Work in-process                       165,320
         Finished goods                      8,211,056
                                            ----------
                                            $8,876,626

                                       12





                                  DYNAGEN, INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

                                  June 30, 1997

                                   (Continued)



4.       BUSINESS ACQUISITIONS

         On  August  19,  1996,  the  Company  acquired  certain  assets of Able
Laboratories,  Inc.,  consisting  primarily  of  machinery  and  equipment,  raw
materials and finished goods inventory, and other assets of the tablet business.
The assets were  transferred  by the Company to a newly formed and  wholly-owned
subsidiary named Able Laboratories,  Inc. ("Able"). The purchase price consisted
of $550,000 in cash and acquisition costs of $150,000.  The acquisition has been
accounted  for as a purchase.  The Company  allocated  $313,300 of the  purchase
price to  inventory  and  $386,700 to  property  and  equipment.  The results of
operations  related to Able have been  included  with those of the Company since
August 19, 1996.

         On June 18, 1997, the Company acquired all of the outstanding  stock of
Superior   Pharmaceutical   Company   (Superior),   a  distributor   of  generic
pharmaceutical products.

         In exchange  for the common  stock of  Superior,  the Company  paid the
shareholders of Superior $6,250,000 in cash,  $5,000,000 in three year notes and
1,666,667   shares  of  DynaGen's  common  stock  with  a  guaranteed  value  of
$5,000,000.  DynaGen  is  obligated  to  issue  to  the  shareholders  up  to an
additional  1,666,667  shares of its common  stock  after  twelve  months if its
common  stock is not  trading at an  average of at least  $3.00 per share for 10
consecutive  trading  days as  reported  by the  Nasdaq  SmallCap  Market.   If,
immediately following the issuance of the additional 1,666,667 shares, DynaGen's
common stock is not trading at least $1.50 per share,  DynaGen  shall pay to the
shareholders the difference  between $1.50 and the then current trading price of
its  common  stock  for  each  of the  3,333,334  shares  held  by the  Superior
shareholders.

DynaGen is  obligated  to register  the shares  within  eleven  months after the
closing of the acquisition.  The Company also incurred costs of $694,890 related
to the  acquisition  which  have been  capitalized  as  additional  costs of the
acquisition.



                                       13





The shareholders of Superior may also receive certain  incentive  payments based
on  Superior's  performance  during the three  years  following the close of the
acquisition.  Immediately  following  the  closing of the  acquisition,  DynaGen
contributed  additional capital of $1,750,000 to  Superior.

The acquisition has been accounted for as a purchase.  Accordingly,  the results
of  operations  of Superior  have been  included in the  consolidated  financial
statements  since  the  date of  acquisition.  The  preliminary  purchase  price
allocation  was based on the  estimated  fair values at the date of  acquisition
which  resulted  in an excess of  purchase  price  over net assets  acquired  of
$14,294,534,  which is being amortized on a  straight-line  basis over 15 years.
The  preliminary  allocation  is  subject  to change  because  of the  incentive
payments that may be made to certain shareholders and deferred income taxes.


         Unaudited  proforma  consolidated  operating  results for the  Company,
assuming the  acquisition of Able and Superior had been made as of the beginning
of the fiscal year for each of the periods presented, are as follows:
<TABLE>
<CAPTION>

                           Six Months Ended              Three Months Ended       
                           ----------------              ------------------       
                      June 30,          June 30,         June 30,      June 30,    
                        1997             1996             1997           1996      
                     ---------        ------------     ---------    ------------ 
                                                  
<S>                  <C>             <C>              <C>           <C>           
Revenues             $ 13,947,426    $ 17,388,413     $ 6,033,363   $ 7,878,340   
Net loss             $ (4,335,484)   $ (2,824,684)    $(3,093,359)  $(1,581,012)
Net loss per share   $       (.14)   $       (.11)    $      (.10)         (.06)

</TABLE>
The unaudited proforma  information is not necessarily  indicative either of the
actual results of operations that would have occurred had the purchase been made
as of the beginning of each of the fiscal periods presented or of future results
of operations of the combined companies.


                                       14



5.       NOTES PAYABLE TO SUPERIOR AQUISITIONS

         In connection with the acquisition of the Superior,  the Company issued
$5,000,000 in notes payable to the former Superior  stockholders.  The notes are
payable in quarterly  installments of principal and interest over three years at
an interest rate of 9.5% and are secured by a pledge of Superior Common Stock.

         Amounts  payable on the notes over the next three  fiscal  years are as
follows:
                       Year Ended
                       December 31,                     Amount
                       ------------                     ------
                           1997                      $1,250,000
                           1998                       1,666,667
                           1999                       1,666,667
                           2000 ....................    416,666
                                                     ----------
                                                     $5,000,000







                                  DYNAGEN, INC.

6.     FINANCING OF SUPERIOR ACQUISITION

       The following debt and equity financings were arranged to fund the
Acquisition of Superior:

         (A) DynaGen obtained senior  subordinated  debt financing of $3,000,000
from two private investors.  Interest on the senior  subordinated debt financing
is 13.5%  annually with interest  payable in monthly  installments.  There is no
amortization of the principal amount on the note for the first five years of the
note, and principal is paid upon maturity at the end of five years.  The loan is
made available to DynaGen (as parent) for the acquisition and as working capital
for Superior and is secured by a first-lien  security  interest on the assets of
DynaGen,  a  second-lien  security  interest  on the  assets of  Superior  and a
second-lien interest in the pledge of the Superior Stock. DynaGen also issued to
the investors  warrants to purchase 400,000 shares of Common Stock of DynaGen at
an exercise price per share of $.01  exercisable  for five years.  Under certain
circumstances, the two investors may exchange the warrants to buy DynaGen Common
Stock for warrants to purchase a 15% of  Superior's  Common Stock at an exercise
price per share of $.01  exercisable  until August 31, 2002. In addition,  these
warrants are subject to certain put features under certain circumstances.

         The proceeds  from this  financing  was  allocated to the DynaGen stock
warrants,  based on  their  estimated  fair  value,  $702,000.  This  amount  is
reflected  in the  accompanying  financial  statements  as a  warrant  liability
because  the  warrants  are  subject to a Put and  Substitution  Agreement  (the
Agreement) which gives the holders of the warrants a choice of a cash settlement
under certain  conditions.  The Agreement allows the holders of the Warrants the
right and option to sell the  Warrants to the company  after  three  years,  for
$667,000, and after five years, for $1,500,000.

         If the market value of the shares  issuable  pursuant to the warrant is
equal to or greater than the put value, then the puts cannot be exercised.

         The remaining proceeds from this offering  $2,298,000 were allocated to
the  subordinated  debt. The debt discount of $702,000 will be amortized,  using
the interest method, over the term of the debt.

         (B) DynaGen  obtained  debt  financing  in the form of a bridge loan of
$500,000,  from a private  investor at an interest  rate of 7% per annum and due
September 30, 1997, to

                                       15





be used for the  maintenance of net worth  requirements  for  Superior's  credit
facility,  working capital for operations of DynaGen and the  acquisition.  This
loan is a  non-recourse  obligation  of DynaGen.  Two  founders of DynaGen  have
pledged  1 million  shares  of  DynaGen's  Common  Stock in order to secure  the
obligations  represented  by this bridge loan.  In  connection  with this bridge
loan, the Company has issued 150,000 shares of its unregistered  Common Stock to
Coutts & Co., AG.

         The proceeds from the debt financing  allocated to the common stock was
$150,000  based on the estimated fair value at June 18, 1997. The balance of the
proceeds was allocated to the bridge loan. The debt discount on the bridge loan,
$150,000, is being amortized over the life of the loan.

         (C) DynaGen obtained equity financing in the form of the sale to twelve
accredited  investors of 41,000 shares of DynaGen's Series A Preferred Stock and
warrants to purchase  328,000  shares of Common Stock at an  aggregate  purchase
price of $4,100,000.  The Series A Preferred Stock has a stated dividend of five
dollars ($5.00) per share per annum. DynaGen is obligated to register the shares
of Common Stock  issuable upon  conversion  of the Series A Preferred  Stock and
exercise of the  warrants  within 90 days after the closing of the  Acquisition.
The exercise price of the warrants will be 120% of the average closing bid price
of  DynaGen's  Common Stock as reported by the Nasdaq  SmallCap  Market (or such
other  exchange on which the Common  Stock is then  traded) for the five trading
days  immediately  preceding  the  date on which  the  Securities  and  Exchange
Commission declares effective the registration statement to be filed registering
the shares of Common Stock  issuable  upon  conversion of the Series A Preferred
Stock and exercise of the Warrants. The holders of Series A preferred Stock have
certain rights of first refusal on future equity financings.

         The Series A preferred  stock may be  converted  into common stock at a
conversion  price equal to the lesser of 120% of the average  closing bid price,
as defined  (the Series A Effective  Price) and  discounted  percentages  of the
Series A Effective  Price  ranging  from 80% to 74%,  based on a schedule of the
number of days after the issuance date that the conversion takes place.

         All  shares  of the  Series A  preferred  stock  will be  automatically
converted to common stock two years from the issue date.



                                       16





         (D) DynaGen  obtained equity financing in the form of the sale of 7,500
shares of  DynaGen's  Series B Preferred  Stock and 225,000  shares of DynaGen's
Common Stock at an aggregate  purchase price of $750,000 to a private  investor.
The Series B Preferred  Stock has a stated dividend of seven dollars ($7.00) per
share per annum. Upon liquidation,  the Series B Preferred Stock ranks junior to
the Series A Preferred  Stock.  DynaGen is  obligated  to  register  the 225,000
shares of Common  Stock  issued and the  shares of Common  Stock  issuable  upon
conversion of the Series B Preferred  Stock within 150 days after the closing of
the acquisition.

         The Series B preferred  stock may be  converted  into Common Stock at a
conversion  price equal to the lesser of 125% of the average  closing bid price,
as defined (the "Series B Effective Price") of and discounted percentages of the
Series B Effective  Price  ranging  from 80% to 75%,  based on a schedule of the
number of days after the issuance date that the conversion takes place.

         All  shares  of the  Series B  preferred  stock  will be  automatically
converted to common stock two years from the issued date.


                                       17








7.       NOTES PAYABLE - BANK

         Superior  obtained  a  secured  revolving  line  of  credit  of  up  to
$9,000,000  from  Huntington  National Bank to provide  working  capital for its
general  operations.  The  availability  of advances under the line of credit is
subject  to a  borrowing  base  consisting  of the sum of (1) 80% of  Superior's
eligible accounts  receivable,  as defined,  plus (2) 60% of Superior's eligible
inventory, as defined.

         The  advances  under  the line are  secured  by a  first-lien  security
interest  in all of the assets of Superior  and are  guaranteed  by DynaGen,  as
parent of Superior. Superior may draw on the line of credit until April 5, 1998.
Interest  on  advances  under the line of credit are based on the prime  lending
rate or LIBOR plus 2% (7.8% at June 30, 1997. 

8.   LONG-TERM DEBT

Long-term debt consists of the following:
     Notes payable Superior Acqusition            $5,000,000
     Senior subordinated debt                      2,321,898
     Bridge loan                                     375,000
     Convertible                                     535,000
                                                     -------
                                                   8,231,898


Loss: current maturities                          (2,576,667)
     Long-term debt.                              $5,655,231




                                       18





            Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
          -------------------------------------------------------------

         The Private  Securities  Litigation  Reform Act of 1995  contains  safe
harbor provisions regarding  forward-looking  statements.  Except for historical
information contained herein, the matters discussed in the Liquidity and Capital
Resources  section below contain potential risks and  uncertainties,  including,
without  limitation,  risks  related to the  Company's  ability to  successfully
develop,  test,  produce and market its proposed products;  obtain  governmental
approvals in a timely manner;  identify and attract  marketing  partners to help
commercialize the Company's products;  attract and retain key employees;  obtain
meaningful  patent  protection  or  otherwise  over  the  Company's  proprietary
technology;  protect itself from product liability risks or limitations  imposed
due to potential  health care reform;  raise capital for future  operations  and
commercialization  of its  products;  integrate  the products and  personnel the
Company  acquired  in the  acquisition  of  Able  Laboratories,  Inc.  ("Able"),
Superior  Pharmacutical  Company ("Superior") and any future  acquisitions;  and
successfully respond to technological changes in the marketplace.  Specifically,
regulatory approvals of the Company's products are subject to factors beyond the
Company's control, and there can be no assurance that such approvals will not be
delayed  or  ultimately  denied.  The  Company  will need to  attract  marketing
partners in order to exploit its  products,  and there can be no assurance  that
the  Company  will  be  successful  in  attracting  such  partners.   Additional
information  on potential  factors  which could affect the  Company's  financial
results are included in the Company's  public  filings with the  Securities  and
Exchange  Commission,  including without limitation its Form 10-K for the period
ended December 31, 1996.


                              RESULTS OF OPERATIONS


RECENT ACQUISITIONS

         On August 19,  1996,  the  Company  acquired  the tablet  manufacturing
business of Able, a generic pharmaceutical product subsidiary of Alpharma,  Inc.
On June  18,  1997,  the  Company  acquired  all of the  outstanding  shares  of
Superior, a distributor of generic pharmaceutical  products.  These acquisitions
have been accounted for using the "purchase" method of accounting.  As a result,
the results of  operations  for the three and six month  periods  ended June 30,
1997 reflect a full three and six months of operations,  respectively, for Able,
and reflect  twelve days of operations for Superior for the three and six months
ended June 30,  1997.  The  results of  operations  for the three and six months
ended June 30, 1996 do not reflect any operations of Able or Superior.


                     THREE-MONTH PERIOD ENDED JUNE 30, 1997
          AS COMPARED WITH THE THREE-MONTH PERIOD ENDED JUNE 30, 1996

         Revenues  in the second  quarter of the year  ending June 30, 1997 were
$1,280,000  versus  $95,000  for the  second  quarter of the year ended June 30,
1996.  This  increase of  $1,185,000 is primarily the result of product sales by
the  Company's  wholly-owned  generic  pharmaceutical  subsidiaries,   Able  and
Superior.

         Cost of sales exceeds  product  sales for the second  quarter of Fiscal
1997 due to the low  production  levels at Able  during  the  second  quarter of
Fiscal  1997 which did not support  fixed  manufacturing  costs  required at the
facility.

         Research and development expenses for the second quarter of Fiscal 1997
were $1,159,000 versus $1,230,000 for the same period as Fiscal 1996, a decrease
of $71,000.  This  decrease is  partially  to offset an increase in  therapeutic
product  development  costs of $900,000.  Research and  development  efforts are
primarily  attributable  to the  Company's  breast biopsy  technology  and other
technologies  in an early  stage of  development.  In  addition,  the Company is
expending development efforts towards generic pharmaceuticals.

         Selling,  general and administrative expenses for the second quarter of
Fiscal 1997 were $1,067,000  versus $616,000 for the same period as Fiscal 1996,
and increase of $45,000. This increase is primarily  attributable to acquisition
and business  development  costs and the inclusion,  in Fiscal 1997, of selling,
general and administrative costs of the Company's subsidiary  operations at Able
and Superior.

         Investment  income  decreased by $130,000  from $147,000 to $17,000 for
the second quarter of Fiscal 1997 as compared to the same period as Fiscal 1996,
respectively,  as the Company had less funds  available for  investment.  In the
second quarter of 1997, the Company  incurred  interest  expense of $102,000 and
amortized debt financing costs of $18,000 associated with debt financing for the
Superior acquisition.



                      SIX-MONTH PERIOD ENDED JUNE 30, 1997
           AS COMPARED WITH THE THREE-MONTH PERIOD ENDED JUNE 30, 1996

         Revenues  for the six months ended June 30, 1997  ("Fiscal  1997") were
$1,834,000  versus  $223,000  for the six months  ended June 30,  1996  ("Fiscal
1996").  This  increase  of  $1,611,000  is  primarily  the  result  of  generic
pharmacuetical  product sales by the Company's wholly-owned  subsidiaries,  Able
and Superior.

         Cost of sales exceeded  product sales for the first half of Fiscal 1997
since  production  at Able  during the first half of Fiscal 1997 did not support
the minimum level of fixed manufacturing costs required at the facility.

                                       19





                                  DYNAGEN, INC.

            Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
          -------------------------------------------------------------

         Research  and  development  expenses  for the first half of Fiscal 1997
were $1,647,000 versus $2,081,000 for the same period as fiscal 1996, a decrease
of $434,000. Research and developement efforts are primarily attributable to the
Company's breast biopsy  technology and other  technologies in an early stage of
development.  In  addition,  product  development  efforts  towards  new generic
pharmaceuticals.

         Selling,  general  and  administrative  expenses  for the first half of
Fiscal 1997 were $2,249,000 versus $1,496,000 for the same period as Fiscal 1996
an increase of $753,000.  Selling, general and administrative expenses increased
in the following areas:  product  marketing and support - $108,000 (the increase
in product  marketing and support is attributable  to marketing  efforts for the
Company's of NicCheck(R)  Iproduct,  public relations - $22,000 patent expense -
$57,000.  These  increases  were  offset by a net  decrease of $168,000 in other
operating  expenses  primarily related to acquisitions and business  development
project.

         Investment  income  decreased by $147,000 from $256,000 to $109,000 for
the six months  ended June 30, 1997 as compared to the six months ended June 30,
1996 1996, respectively,  as the Company had less funds available for investment
during the six  months  ended June 30,  1997.  In the six months  ended June 30,
1997,  the Company  incurred  interest  expense of $116,000 and  amortized  debt
financing  costs of $18,000 both  associated with private debt financing for the
Superior acquisition.


                                       20





                                  DYNAGEN, INC.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
          -------------------------------------------------------------

                         LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 1997, the Company had working capital of $324,646 versus
working  capital  of  $5,502,295  at  December  31,  1996.  Cash and  investment
securities  were $576,881 at June 30, 1997 as compared to $5,117,000 at December
31,  1996.  Working  capital  and cash  were used  primarily  for  research  and
development and to fund Able and its operations during the quarter.

         On June 18, 1997 the Company acquired all of the outstanding  shares of
Superior (the "Superior Acquisition"),  a privately-held  distributor of generic
pharmaceutical  products,  for  purchase  price of $ 6.25  million  in cash,  $5
milliom in three-year  notes and 1,666,667 shares of the Company's Common Stock.
The  shareholders  may also receive  certain cash  incentive  payments  based on
Superior's  performance  during  the  three  years  following  the  close of the
transaction.  In addition,  the Company  assumed the existing  debt of Superior,
consisting  principally  of an  asset-based  line of credit and trade  payables.
Immediately  following  the  closing of the  Superior  Acquisition,  the Company
contributed $1.75 million to the working capital of Superior.

         The Company has incurred  significant losses since inception.  To date,
the Company has financed current operations primarily through private and public
sale of equity as well as the private sale of dept. In August 1997,  the Company
raised  approximately  $150,000  through  the private  sale of its  equity.  The
Company is presently negotiating the sale to a third party of an additional $3.0
million  of its  equity.  If the  Company  is able  to  secure  this  financing,
management  anticipates that the available working capital will be sufficient to
fund current level of  operations,  including the Able and Superior  businesses,
through June 1998. There can be no assurance,  however, that the Company will be
able to secure  this  financing  or that such  financing  will be  available  on
favorable  terms.  The  survival of the Company is  dependent  on its ability to
obtain this and additional  financing and to generate  revenue from sales of its
products. If the Company is usable to obtain additional  financing,  the Company
will be unable to maintain its current level of operations  and will be required
to reduce or eliminate most expenditures relating to its business.

         In order to finance the Superior Acquisition,  the Company obtained (i)
senior  subordinated  debt  financing  of $3.0  million,  (ii) a bridge  loan of
$500,000 and (iii) equity financings totalling $4.85 million.


  
                                       21






                                  DYNAGEN, INC.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
          -------------------------------------------------------------

                   LIQUIDITY AND CAPITAL RESOURCES (Continued)

         While the acquisition of Able has increased the Company's revenues, the
acquisition has also increased costs and expenses,  capital expenditures and net
cash used for operating activities.  The Company intends to fund Able operations
until it becomes  self-supporting.  The Company  continues to pursue  additional
sources of capital in order to fund the growth of the Able generic drug business
and its product development  efforts.  The Able financing may take the form of a
line of credit or equipment notes or leases.  There can be no assurance that the
Company will be able to secure additional financing for the Able business or its
continued  product  development  efforts or that  financing will be available on
favorable  terms. If the Company is unable to obtain such additional  financing,
the  Company's  ability to maintain  its current  level of  operations  would be
materially and adversely  affected and the Company will be required to reduce or
eliminate certain expenditures,  including its research and development activity
with respect to certain proposed products.


                                       22





                                  DYNAGEN, INC.

                           PART II. OTHER INFORMATION
          -------------------------------------------------------------

Item 2.           Changes in Securities

                  a.       Not applicable.

                  b.       Not applicable.

                           On April29,  1997,  the  Company  issued a warrant to
                           acquire  500,000  shares  of its  Common  Stock at an
                           exercise  price of $.05 per share.  This  warrant was
                           issued  in  connection  with a  Product  Developement
                           Agreement  between the Company and Kali.  The warrant
                           was issued in a private  transaction  not involving a
                           public  offering,  pursuant  to  Section  4(2) of the
                           Securities  Act of 1933, as amended (the"  Securities
                           Act").

                  c.       On May 1, 1997,  the Company  issued  8,271 shares of
                           its Common Stock to GFL  Performance  Fund Limited in
                           payment of $10,700 in interest  due on the  Company's
                           Convertible  Note dated  February 7, 1996. The shares
                           were issued in a private  transaction not involving a
                           public  offering,  pursuant  to  Section  4(2) of the
                           Securities Act.

                           On June 18, 1997, the Company issued 1,666,667 shares
                           of its Common Stock to Eric Hagerstrand, Dennis Smith
                           and Thomas Canning,  who were the  stockholders  (the
                           "Stockholders")  of Superior  Pharmaceutical  Company
                           ("Superior"),   as  partial   consideration  for  the
                           acquisition  of  all  of  the  outstanding  stock  of
                           Superior.   The  shares  were  issued  in  a  private
                           transaction not involving a public offering, pursuant
                           to Section 4(2) of the Securities Act.

                           On  June  18,  1997,   the  Company   issued  Secured
                           Promissory  Notes due June 30, 2000, in the aggregate
                           amount of $5,000,000,  to the Stockholders as partial
                           consideration   for  the   acquisition   of  all  the
                           outstanding stock of Superior.  The notes were issued
                           in a  private  transaction  not  involving  a  public
                           offering  pursuant to Section 4(2) of the  Securities
                           Act.

                           On  June  18,  1997,   the  Company   issued  Secured
                           Promissory   Notes  due  August  31,  2002,   in  the
                           aggregate  amount of $3,000,000 (the "Sirrom Notes"),
                           to Sirrom Capital Corporation  ("Sirrom") and Odyssey
                           Investment  Partners,  L.P.  ("Odyssey").  The Sirrom
                           Notes  were  issued  in  a  private  transaction  not
                           involving a public offering, pursuant to Section 4(2)
                           of the Securities Act.

                           On June 18,  1997,  the Company also issued to Sirrom
                           and  Odyssey,   as  partial   consideration  for  the
                           $3,000,000 loan represented by the Sirrom Notes,

                                                        23





                                  DYNAGEN, INC.

                     PART II. OTHER INFORMATION (Continued)
          -------------------------------------------------------------

                           Stock  Purchase  Warrants to purchase an aggregate of
                           400,000  shares of the  Company's  Common Stock at an
                           exercise price per share of $.01,  which warrants are
                           exercisable for five years.  The warrants were issued
                           in a  private  transaction  not  involving  a  public
                           offering,  pursuant to Section 4(2) of the Securities
                           Act.

                           On June 18, 1997,  the Company  issued 150,000 shares
                           of its  Common  Stock to Coutts & Co.,  AG as partial
                           consideration  for a loan in the amount of  $500,000.
                           The shares of Common  Stock were  issued in a private
                           transaction not involving a public offering, pursuant
                           to Section 4(2) of the Securities Act.

                           On June 18, 1997, the Company issued 41,000 shares of
                           its  Series A  Preferred  Stock,  $.01 par  value per
                           share, and Common Stock Purchase Warrants to purchase
                           an  aggregate  of 328,000  shares of Common  Stock to
                           twelve accredited investors for an aggregate purchase
                           price of  $4,100,000.  The  Company is  obligated  to
                           register  under  the  Securities  Act the  shares  of
                           Common Stock issuable upon conversion of the Series A
                           Preferred  Stock and exercise of the warrants  within
                           90 days after June 18,  1997.  The Series A Preferred
                           Stock is convertible  into Common Stock at the lesser
                           of (i) 120% of the  average  closing bid price of the
                           Company's  Common  Stock as  reported  by the  Nasdaq
                           SmallCap  Market (or such other exchange on which the
                           Common  Stock is then  traded)  for the five  trading
                           days  immediately  preceding  the date on  which  the
                           Securities and Exchange Commission (the "Commission")
                           declares  effective the registration  statement to be
                           filed registering the shares of Common Stock issuable
                           upon  conversion of the Series A Preferred  Stock and
                           exercise  of the  warrants  or (ii) a discount on the
                           average  closing  bid price of the  Company's  Common
                           Stock as reported by the Nasdaq  SmallCap Market  (or
                           such other exchange on which the Common Stock is then
                           traded)  for  the  five  trading   days   immediately
                           preceding  the date on which the  Series A  Preferred
                           Stock  is  converted.   The  exercise  price  of  the
                           warrants  will  be 120% of the  average  closing  bid
                           price of the  Company's  Common  Stock as reported by
                           the Nasdaq SmallCap Market (or such other exchange on
                           which the Common

                                       24





                                  DYNAGEN, INC.

                     PART II. OTHER INFORMATION (Continued)
          -------------------------------------------------------------

                           Stock  is then  traded)  for the  five  trading  days
                           immediately   preceding   the  date  on   which   the
                           Commission   declares   effective  the   registration
                           statement  to be  filed  registering  the  shares  of
                           Common Stock issuable upon conversion of the Series A
                           Preferred  Stock and  exercise of the  warrants.  The
                           warrants are exercisable for two years.  The Series A
                           Preferred  Stock and warrants were issued pursuant to
                           Regulation D under the Securities Act.

                           On June 18, 1997,  the Company issued 7,500 shares of
                           its  Series B  Preferred  Stock,  $.01 par  value per
                           share,  and  225,000  shares of its  Common  Stock to
                           Julius  Baer  Securities  Inc.  as agent for  certain
                           non-U.S.  persons, for an aggregate purchase price of
                           $750,000.  The Company is obligated to register under
                           the Securities Act the 225,000 shares of Common Stock
                           issued and the shares of Common Stock  issuable  upon
                           conversion of the Series B Preferred Stock within 150
                           days after  June 18,  1997.  The  Series B  Preferred
                           Stock is convertible  into Common Stock at the lesser
                           of (i) 125% of the  average  closing bid price of the
                           Company's  Common  Stock as  reported  by the  Nasdaq
                           SmallCap  Market (or such other exchange on which the
                           Common  Stock is then  traded)  for the five  trading
                           days  immediately  preceding  the date on  which  the
                           Commission   declares   effective  the   registration
                           statement  to be  filed  registering  the  shares  of
                           Common Stock issuable upon conversion of the Series B
                           Preferred  Stock or (ii) a  discount  on the  average
                           closing bid price of the  Company's  Common  Stock as
                           reported by the Nasdaq SmallCap Market (or such other
                           exchange  on which the Common  Stock is then  traded)
                           for the five trading days  immediately  preceding the
                           date  on  which  the  Series  B  Preferred  Stock  is
                           converted.  The  Series  B  Preferred  Stock  and the
                           shares  of  Common  Stock  were  issued  pursuant  to
                           Regulation D  under the Securities Act.


                                                       25








                                  DYNAGEN, INC.

                     PART II. OTHER INFORMATION (Continued)
          -------------------------------------------------------------

Item 6.           Exhibits and Reports on Form 8-K

         (a)      List of Exhibits:

                  The  following  exhibits,  required by Item 601 of  Regulation
                  S-K, are filed as pat of this  Quarterly  Report on Form 10-Q.
                  Exhibit  numbers,   where  applicable,   in  the  left  column
                  correspond to those of Item 601 of Regulation S-K.

Exhibit
  No.                              Description of Exhibit
  ---                              ----------------------

3a                Certificate of Designations,  Preferences and Rights of Series
                  A  Preferred  Stock  of  DynaGen  (filed  as  Exhibit  4.13 to
                  DynaGen's Current Report on Form 8-K dated June 18, 1997).

3b                Certificate of Designations,  Preferences and Rights of Series
                  B  Preferred  Stock  of  DynaGen  (filed  as  Exhibit  4.17 to
                  DynaGen's Current Report on Form 8-K dated June 18, 1997).

4a                Registration  Rights  Agreement  dated  June  18,  1997  among
                  DynaGen  and Eric Hagerstrand, Dennis Smith and Thomas Canning
                  (filed  as  Exhibit  4.1  to  DynaGen's Current Report on Form
                  8-K dated June 18, 1997).

4b                Secured  Promissory Note dated June 18, 1997 issued by DynaGen
                  to Eric C.  Hagerstrand  (filed as  Exhibit  4.2 to  DynaGen's
                  Current Report on Form 8-K dated June 18, 1997).

4c                Secured  Promissory Note dated June 18, 1997 issued by DynaGen
                  to Dennis B. Smith (filed as Exhibit 4.3 to DynaGen's  Current
                  Report on Form 8-K dated June 18, 1997).


4d                Secured  Promissory Note dated June 18, 1997 issued by DynaGen
                  to  Thomas  L.  Canning  (filed as  Exhibit  4.4 to  DynaGen's
                  Current Report on Form 8-K dated June 18, 1997).

4e                Pledge  Agreement dated June 18,  1997 among  DynaGen and Eric
                  Hagerstrand, Dennis Smith and Thomas Canning (filed as Exhibit
                  4.5 to DynaGen's Current Report on Form  8-K dated June 18, 
                  1997).

                                       26





                                  DYNAGEN, INC.

                     PART II. OTHER INFORMATION (Continued)
          -------------------------------------------------------------

Exhibit
  No.                              Description of Exhibit
  ---                              ----------------------

4f                Secured  Promissory Note dated June 18, 1997 issued by DynaGen
                  to Sirrom (filed as Exhibit 4.6 to DynaGen's Current Report on
                  Form 8-K dated June 18, 1997).

4g                Secured  Promissory Note dated June 18, 1997 issued by DynaGen
                  to Odyssey  (filed as Exhibit 4.7 to DynaGen's  Current Report
                  on Form 8-K dated June 18, 1997).

4h                Stock  Purchase  Warrant dated June 18, 1997 issued by DynaGen
                  to Sirrom (filed as Exhibit 4.8 to DynaGen's Current Report on
                  Form 8-K dated June 18, 1997).

4i                Stock  Purchase  Warrant dated June 18, 1997 issued by DynaGen
                  to Odyssey  (filed as Exhibit 4.9 to DynaGen's  Current Report
                  on Form 8-K dated June 18, 1997).

4j                Pledge and  Security  Agreement  dated June 18,  1997  between
                  DynaGen and Sirrom (filed as Exhibit 4.10 to DynaGen's Current
                  Report on Form 8-K dated June 18, 1997).

4k                Subordinated  Note  dated June 18,  1997  issued by DynaGen to
                  Coutts & Co. AG (filed as Exhibit  4.11 to  DynaGen's  Current
                  Report on Form 8-K dated June 18, 1997).

4l                Bridge  Financing  Purchase  Agreement  dated  June  16,  1997
                  between  DynaGen and Coutts & Co. AG (filed as Exhibit 4.12 to
                  DynaGen's Current Report on Form 8-K dated June 18, 1997).

4m                Securities  Purchase  Agreement  dated  June  16,  1997  among
                  DynaGen and the purchasers of Series A Preferred  Stock (filed
                  as Exhibit 4.14 to DynaGen's  Current Report on Form 8-K dated
                  June 18, 1997).

4n                Registration  Rights  Agreement  dated  June  16,  1997  among
                  DynaGen and the purchasers of Series A Preferred  Stock (filed
                  as Exhibit 4.15 to DynaGen's  Current Report on Form 8-K dated
                  June 18, 1997).

4o                Form of Common  Stock  Purchase  Warrant  dated June 18,  1997
                  issued by  DynaGen  to the  purchasers  of Series A  Preferred
                  Stock (filed as Exhibit 4.16 to DynaGen's Current Report
                  on Form 8-K dated June 18, 1997).


                                       27





                                  DYNAGEN, INC.

                     PART II. OTHER INFORMATION (Continued)
          -------------------------------------------------------------

Exhibit
  No.                              Description of Exhibit
  ---                              ----------------------

4p                Securities  Purchase  Agreement  dated June 17,  1997  between
                  DynaGen and Julius Baer  Securities  Inc. as agent for certain
                  non-U.S.  persons (filed as Exhibit 4.18 to DynaGen's  Current
                  Report on Form 8-K dated June 18, 1997).

4q                Registration  Rights  Agreement  dated June 17,  1997  between
                  DynaGen and Julius Baer  Securities  Inc. as agent for certain
                  non-U.S.  persons (filed as Exhibit 4.19 to DynaGen's  Current
                  Report on Form 8-K dated June 18, 1997).

4r                Stock Purchase  Warrant dated June 18, 1997 issued by Superior
                  to Sirrom (filed as Exhibit 4.20 to DynaGen's  Current  Report
                  on Form 8-K dated June 18, 1997).

4s                Stock Purchase  Warrant dated June 18, 1997 issued by Superior
                  to Odyssey (filed as Exhibit 4.21 to DynaGen's  Current Report
                  on Form 8-K dated June 18, 1997).

4t                Revolving  Note  dated June 18,  1997  issued by  Superior  to
                  Huntington  National  Bank (filed as Exhibit 4.22 to DynaGen's
                  Current Report on Form 8-K dated June 18, 1997).

4u                Common Stock Purchase Warrant dated  April 29, 1997 issued  by
                  Dynagen to Kali Laboratories, Inc. (filed herewith).

10a               Loan Agreement  dated June 18, 1997 among DynaGen,  Sirrom and
                  Odyssey (filed as Exhibit 99.1 to DynaGen's  Current Report on
                  Form 8-K dated June 18, 1997).

10b               Security  Agreement dated June 18, 1997 among DynaGen,  Sirrom
                  and Odyssey (filed as Exhibit 99.2 to DynaGen's Current Report
                  on Form 8-K dated June 18 ,1997).

10c               Amended and Restated  Loan and Security  Agreement  dated June
                  18, 1997 among Huntington  National Bank, Superior and DynaGen
                  (filed as Exhibit 99.3 to DynaGen's Current Report on Form 8-K
                  dated June 18, 1997).

10d               Continuing Guaranty Unlimited dated June 18, 1997 from DynaGen
                  to  Huntington   National  Bank  (filed  as  Exhibit  99.4  to
                  DynaGen's Current Report on Form 8-K dated June 18, 1997).

10e               Commercial  Lease  Agreement  dated March 9, 1995  between SPC
                  Properties Limited and Superior (filed herewith).

10f               Amendment,  Estoppel and Consent Agreement dated June 18, 1997
                  between SPC Properties Limited and Superior (filed herewith).

27                Financial Data Schedule (filed  herewith in electronic  format
                  only).









                                   SIGNATURES



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

                           DYNAGEN, INC.



                           By:  /s/ Indu A. Muni
                              ----------------------------------------
                              Indu A. Muni, Ph.D.
                              President, Chief Executive Officer, and
                              Treasurer (Principal Executive, Financial, and
                              Accounting Officer)








Date:  August 14, 1997


                                       30