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: March 31, 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 May 12, 1997,  there were outstanding  30,122,477  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 4.  Submission of Matters to a Vote
                   of Security Holders                                        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

                                                      March 31,     December 31,
                                                        1997            1996
                                                      ---------     ------------

Current assets:
         Cash and cash equivalents
          (including interest-bearing
          deposits of $589,443 and
          $1,835,000)                             $     764,540     $  2,112,300
         Investment securities available
          for sale at fair value                      2,101,626        3,004,700
         Accounts receivable                            267,279          261,932
         Inventory (Note 3)                             765,229          451,883
         Notes receivable                               185,000          185,000
         Accrued interest receivable                     29,694           40,179
         Prepaid expenses and other
          current assets                                222,930          255,434
                                                  -------------     ------------
            Total current assets                      4,336,298        6,311,428
                                                  -------------     ------------

Property and equipment, net of
 accumulated depreciation and
 amortization of $370,884 and $337,813                  756,636          673,969
                                                  -------------     ------------

Other assets:
         Patents and trademarks, net of
          accumulated amortization of
          $71,287 and $65,639                           260,192          265,840
         Deferred debt financing costs,
          net of accumulated amortization
          of $42,866 and $119,039                        30,618          119,039
         Deferred acquisition and
          financing costs                               107,432              -
         Deposits                                        92,873           92,873
                                                  -------------     ------------

            Total other assets                          491,115          477,752
                                                  -------------     ------------

                                                  $   5,584,049     $  7,463,149
                                                  =============     ============



     See accompanying notes to unaudited consolidated financial statements.

                                       3




                                  DYNAGEN, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY



                                                March 31,       December 31,
                                                  1997              1996
                                              -------------     -------------
Current liabilities:
         Convertible note payable             $     535,000     $        -
         Accounts payable                           602,283          712,239
         Accrued payroll and
          payroll taxes                             229,419           96,894
                                              -------------     -------------

                  Total current liabilities       1,366,702          809,133

Convertible note payable                                 -         1,600,000
                                              -------------     -------------

                  Total liabilities               1,366,702        2,409,133
                                              -------------     -------------

Stockholders' equity:
         Preferred stock, $.01 par value,
          10,000,000 shares authorized,
          none outstanding                               -               -
         Common stock, $.01 par value,
          75,000,000 shares authorized,
          30,114,206 and 29,106,231 shares
          issued and outstanding                    301,142          291,062
         Additional paid-in capital              30,119,278       29,076,838
         Accumulated deficit                    (26,203,803)     (24,315,191)
                                              -------------     -------------
                                                  4,216,617        5,052,709
         Unrealized gain on
          investment securities                         730            1,307
                                              -------------     -------------

                  Total stockholders' equity      4,217,347        5,054,016
                                              -------------     -------------

                                              $   5,584,049     $  7,463,149
                                              =============     =============















     See accompanying notes to unaudited consolidated financial statements.

                                       4







                                  DYNAGEN, INC.

                    CONDENSED CONSOLIDATED STATEMENTS OF LOSS
                                   (Unaudited)



                                                    Three Months Ended
                                                -----------------------------
                                                  March 31,        March 31,
                                                    1997             1996
                                               --------------    --------------
Revenues:
         Fees and royalties                    $         232     $      35,000
         Product sales                               457,438            93,325
                                               --------------    --------------

          Total revenues                             457,670           128,325
                                               --------------    --------------

Costs and expenses:
         Cost of sales                               453,545            46,624
         Research and development                    487,412           851,686
         Selling, general and
          administrative                           1,474,930           880,233
                                               --------------    --------------

          Total costs and expenses                 2,415,887         1,778,543
                                               --------------    --------------

          Operating loss                          (1,958,217)       (1,650,218)
                                               --------------    --------------

Other income (expense):
         Investment income, net                       92,330           109,183
         Interest expense                            (13,539)          (24,000)
         Amortization of debt
          financing costs                             (9,186)          (22,892)
                                               --------------    --------------

          Other income, net                           69,605            62,291
                                               --------------    --------------

          Net loss                             $  (1,888,612)    $  (1,587,927)
                                               ==============    ==============

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

Weighted average shares outstanding
(Note 2)                                          29,977,519        26,061,519
                                               ==============    ==============




See accompanying notes to unaudited consolidated financial statements.

                                       5







                                  DYNAGEN, INC.

      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   Three Months Ended March 31, 1997 and 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                
                                                      Series A Convertible                                 Unrealized
                                 Common Stock         Preferred Stock         Additional                   Gain on
                              -------------------     --------------------    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
Increase in unrealized
 gain on investment
 securities                      -           -           -            -            -             -              346             346
Costs related to exercise
 of public warrants              -           -           -            -           (3,756)        -            -              (3,756)
Shares issued in private
 placements                 1,520,686      15,207   1,178,264     3,461,150    1,376,204         -            -           4,852,561
Exercise of stock options      73,800         738        -            -            2,370         -            -               3,108
Employee stock and
 stock option grants          117,250       1,172        -            -          557,685         -            -             558,857
Stock options issued for
 future services                 -           -           -            -           55,225         -            -              55,225
Net loss                         -           -           -            -            -          (1,587,927)     -          (1,587,927)
                           ----------    --------   ---------    ----------  -----------    ------------   --------     -----------

Balance at March 31, 1996  26,908,699    $269,087   1,178,264    $3,461,150  $25,082,631    $(18,309,375)  $  1,488     $10,504,981
                           ==========    ========   =========    ==========  ===========    ============   ========     ===========

Balance at
 December 31, 1996         29,106,231    $291,062        -       $    -      $29,076,838    $(24,315,191)  $  1,307     $ 5,054,016
Decrease in unrealized
 gain on investment
 securities                     -           -            -            -            -             -             (577)           (577)
Exercise of stock options       1,500          15        -            -            1,110         -            -               1,125
Issuance of common stock
 purchase warrants              -           -            -            -              200         -            -                 200
Stock options issued
 for services                   -           -            -            -           37,691         -            -              37,691
Stock issued for
 interest obligation           16,881         169        -            -           27,570         -            -              27,739
Conversion of note payable    989,594       9,896        -            -          975,869         -            -             985,765 
Net loss                        -           -            -            -            -         (1,888,612)      -          (1,888,612)
                           ----------    --------   ---------    ----------  -----------    ------------   --------     -----------
Balance at March 31, 1997  30,114,206    $301,142        -       $    -      $30,119,278   $(26,203,803)   $   730      $ 4,217,347
                           ==========    ========   =========    ==========  ===========    ============   ========     ===========

</TABLE>



     See accompanying notes to unaudited consolidated financial statements.

                                       6








                                  DYNAGEN, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                         Three Months Ended
                                                  ------------------------------
                                                     March 31,       March 31,
                                                       1997            1996
                                                  --------------   -------------
Cash flows from operating activities:
         Net loss                                 $  (1,888,612)  $  (1,587,927)
         Adjustments to reconcile
          net loss to net cash used for
           operating activities:
                  Employee stock and
                   stock option grants                    -             558,857
                  Stock options issued
                   for services                          37,691           -
                  Depreciation and amortization          47,905          40,715
                  Amortization and accretion
                   of (discounts) premiums on
                   investment securities                (11,048)        (55,228)
                  Stock issued for
                   interest obligation                   27,739           -
                  Write-off of patent costs               -              25,094
         (Increase) decrease in operating assets:
                  Accounts receivable                    (5,347)         18,109
                  Inventory                            (313,346)          -
                  Prepaid expenses and
                   other current assets                  42,989          14,278
         Increase (decrease) in operating
          liabilities:
                  Accounts payable and
                   accrued expenses                      22,569          72,117
                  Deferred revenue                        -             (27,092)
                                                  --------------   -------------

                  Net cash used for
                   operating activities              (2,039,460)       (941,077)
                                                  --------------   -------------

Cash flows from investing activities:
         Purchase of investment securities           (1,186,455)    (10,428,180)
         Proceeds from sales and maturities
          of investment securities                    2,100,000       6,574,000
         Purchase of property and
          equipment                                    (115,738)        (22,968)
         Patent and trademark costs                       -              (9,721)
         Increase in deferred financing
          and acquisition costs                        (107,432)          -
                                                  --------------   -------------

                  Net cash provided by
                   investing activities                 690,375      (3,886,869)
                                                  --------------   -------------

                                   (Continued)
     See accompanying notes to unaudited consolidated financial statements.

                                       7




                                  DYNAGEN, INC.

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)
                                   (Unaudited)

                                                      Three Months Ended
                                                   --------------------------
                                                   March 31,         March 31,
                                                     1997              1996
                                                   --------          --------
Cash flows from financing activities:
         Net proceeds (costs) on exercise of
          stock warrants and options             $     1,325       $      (648)
         Net proceeds from private debt                         
          and equity placements                        -             6,577,856
                                                 -----------       -----------
                                                                
                  Net cash provided by                          
                   financing activities                1,325         6,577,208
                                                 -----------       -----------
                                                                
Net change in cash and cash equivalents           (1,347,760)        1,749,262
                                                                
Cash and cash equivalents,                                      
 beginning of period                               2,112,300         1,765,604
                                                 -----------       -----------
                                                                
Cash and cash equivalents,                                      
 end of period                                   $   764,540       $ 3,514,866
                                                 ===========       ===========
                                                                
Supplemental cash flow information:                             
         Common stock issued for convertible                    
          note payable                           $   985,765       $     -
         Stock options issued for                               
          future services                              -               55,225
                                                          





     See accompanying notes to unaudited consolidated financial statements.

                                       8





                                  DYNAGEN, INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 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  subsidiary,  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 periods  reported are not necessarily
indicative  of those that may be  expected  for a full year.  In the  opinion of
management,  all adjustments  (consisting only of normal recurring  adjustments)
which are  necessary for a fair  statement of operating  results for the interim
periods presented have been made.

         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  Annual Report on Form 10-K filed with the  Securities
and Exchange Commission.

2.       NET LOSS PER SHARE

         Net loss per share is calculated  based on the weighted  average number
of common  shares  outstanding  for the three month periods ended March 31, 1997
and 1996. 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 March 31, 1997 consists of the following:

         Raw material               $336,324
         Work in-process             123,838
         Finished goods              305,067
                                    --------
                                    $765,229
                                    ========

                                       9




                                  DYNAGEN, INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

                                 March 31, 1997

                                   (Continued)



4.       ACQUISITION OF ABLE LABORATORIES, INC.

         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 in accordance with the Accounting  Principles  Board
Opinion  No.  16.  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.

         Unaudited  proforma  consolidated  operating  results for the  Company,
assuming  the  acquisition  of Able had been made as of January 1, 1996,  are as
follows:

                                        Three Months Ended
                                  ------------------------------
                                     March 31,         March 31,
                                       1997              1996
                                  -------------    -------------
         Revenues                 $    457,670     $  1,117,125
         Net loss                 $ (1,888,612)    $ (2,002,440)
         Net loss per share       $       (.06)    $       (.08)



The unaudited proforma  information is not necessarily  indicative either of the
results of  operations  that would have  occurred had the purchase  been made on
January 1, 1996 or of future results of operations of the combined companies.

                                       10




                                  DYNAGEN, INC.

            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") 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

                     Three-Month Period Ended March 31, 1997
          As Compared With The Three-Month Period Ended March 31, 1996

         Revenues  in the first  quarter of the year  ending  December  31, 1997
("Fiscal  1997") were $458,000  versus $128,000 for the three months ended March
31, 1996.  This increase of $329,000 is primarily the result of product sales by
the Company's wholly-owned subsidiary Able.

         Cost of sales was 99% of product  sales for the first quarter of Fiscal
1997 compared with 50% for the three months ended March 31, 1996.  Production at
Able during the first  quarter of Fiscal 1997 did not support the minimum  level
of fixed manufacturing costs required at the facility.

                                       11




                                  DYNAGEN, INC.

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

         Research and development  expenses for the first quarter of Fiscal 1997
were  $487,000  versus  $852,000  for the three  months  ended March 31, 1996, a
decrease  of  $364,000.  This  decrease  primarily  is the result of $285,000 in
compensation  expense  resulting  from  stock  grants and  below-market  options
granted  during the three  months  ended  March 31,  1996.  In  addition,  costs
associated  with the  Company's  NicErase(R)-SL  clinical  trials  decreased  by
$349,000  as the  Company  nears  completion  of this  trial.  This  decrease is
partially  offset by an increase in  therapeutic  product  development  costs of
$273,000.  The increase is primarily attributable to the Company's breast biopsy
technology and other technologies in an early stage development. The Company has
limited its diagnostic product development primarily to its NicCheck(R) product,
a test to detect the presence of nicotine.

         Selling,  general and administrative  expenses for the first quarter of
Fiscal 1997 were $1,475,000 versus $880,000 for the three months ended March 31,
1996, an increase of $595,000.  This increase is primarily due to the additional
payroll  and  plant  operating  costs  of  $557,000  for the Able  facility.  In
addition,   selling,  general  and  administrative  expenses  increased  in  the
following  areas:  product  marketing  and  support - $76,000  (the  increase in
product  marketing  and support was primarily  attributable  to the marketing of
NicCheck(R) I), public  relations - $56,000 and patent expense - $33,000.  These
increases were offset by a net decrease of $127,000 in other operating  expenses
primarily  related to  compensation  expense for stock  grants and below  market
options granted during the three months ended March 31, 1996.

         Investment income decreased by $17,000 from $109,000 to $92,000 for the
first quarter of Fiscal 1997, respectively as compared to the three months ended
March 31, 1996, as the Company had less funds  available for  investment  during
the first  quarter of Fiscal  1997.  In the first  quarter of Fiscal  1997,  the
Company incurred  interest expense of $14,000 and amortized debt financing costs
of $9,000 associated with the private placement in February 1996 of a $2,000,000
convertible  note.  These debt financing  costs  aggregating  $274,705 are being
amortized over a 24-month period.


                                       12





                                  DYNAGEN, INC.

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

                         LIQUIDITY AND CAPITAL RESOURCES

         As of March 31,  1997,  the Company had working  capital of  $2,969,596
versus working  capital of $5,502,295 at December 31, 1996.  Cash and investment
securities  were  $2,866,166  at March 31,  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.

         The Company  recently  entered  into an agreement to acquire all of the
outstanding  shares  of  Superior   Pharmaceutical   Company   ("Superior"),   a
privately-held  distributor  of  generic  pharmaceutical  products,  for a total
purchase  price of $ 16.5  million,  consisting  of cash,  three-year  notes and
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.  The acquisition of Superior is subject
to  customary  closing   conditions  and  the  Company  intends  to  close  this
acquisition  during the second  quarter of 1997.  There can be no assurance that
the Superior acquisition will close in the second quarter of 1997, or at all.

         Management  anticipates  that the  available  working  capital  will be
sufficient to fund the current level of operations, including the Able business,
through June 1997, but that the available working capital will not be sufficient
to fund the acquisition of Superior.  The Company has realized  limited revenues
from license fees and the sale of its diagnostic products.  Its future prospects
and revenue potential from product sales cannot be determined with any certainty
at this time.

         The Company  plans to raise  capital in order to finance  the  proposed
acquisition  of  Superior  through the sale of its  securities.  There can be no
assurance  that the Company  will be able to secure this  financing or that such
financing  will be  available on  favorable  terms.  If the Company is unable to
obtain  such  financing,  it will be unable to close the  Superior  acquisition.
Concurrently with the completion of the proposed Superior acquisition,  Superior
and the Company  intend to enter into a line of credit to provide  financing for
Superior.  The  Company  and  Superior  are  currently  in  discussions  with  a
commercial  bank regarding  such line of credit.  There can be no assurance that
the Company will be able to secure the line of credit or that the line of credit
will be available on favorable  terms. If the Company is unable to obtain a line
of credit for Superior, it will be unable to close the Superior acquisition. The
Company intends to fund

                                       13





                                  DYNAGEN, INC.

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

                   LIQUIDITY AND CAPITAL RESOURCES (Continued)


Superior's operations with the line of credit and Superior's cash generated from
operations.

         The Company also 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.


                                       14





                                  DYNAGEN, INC.

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

Item 2.  Changes in Securities

         a.       Not applicable.

         b.       Not applicable.

         c.       On  January  15,  1997,  the  Company  issued to  Leonardo  G.
                  Zangani,  a consultant  providing  services to the Company,  a
                  warrant  to  purchase  50,000  shares of  Common  Stock of the
                  Company   at  an   exercise   price  of  $1.97,   as   partial
                  consideration  for such  services.  The warrant is immediately
                  exercisable as to half of the shares subject thereto,  and the
                  remaining shares become  exercisable if the Company renews its
                  contract for Mr. Zangani's  services after six months.  As the
                  warrant was issued in a private  transaction  not  involving a
                  public offering, the warrant was not required to be registered
                  under the Securities Act of 1933, as amended (the  "Securities
                  Act"), pursuant to Section 4(2) thereof.

Item 4.  Submission of Matters to a Vote of Security Holders

                  On January 30, 1997,  the Company  held its Annual  Meeting of
                  Stockholders.  At the meeting, the stockholders acted upon the
                  following proposals: (i) election of directors;  (ii) increase
                  in the  number  of  authorized  shares of  Common  Stock  from
                  40,000,000 to 75,000,000;  and (iii) increase in the number of
                  authorized  shares  of  Common  Stock to be  issued  under the
                  Company's  1991 Stock Plan from  1,200,000  to  2,600,000  and
                  permit grants under the 1991 Stock Plan to comply with Section
                  162(m) of the Internal  Revenue Code. All of the above matters
                  were approved by the stockholders.

                  Votes  "For"  represent  affirmative  votes and do not include
                  abstentions or broker non-votes. In cases where a signed proxy
                  was submitted without direction, the shares represented by the
                  proxy were voted "For" each  proposal in the manner  disclosed
                  in the Proxy Statement and Proxy. On the record date, December
                  24, 1996, 29,106,231 shares of the Company's common stock were
                  issued and outstanding.



                                       15





                                  DYNAGEN, INC.

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

                  Voting results were as follows:

<TABLE>
<CAPTION>

                                 Matter                         For          Against   Withheld         Abstain
                                 ------                         ---          -------   --------         -------
                  <S>                                       <C>               <C>      <C>              <C>    

                  1.       Election of Directors
                                    Dr. Ian R. Ferrier        24,404,381       N/A      473,459           N/A
                                    Mr. Steven Georgiev       24,402,381       N/A      475,459           N/A
                                    Dr. Indu A. Muni          24,404,431       N/A      473,409           N/A
                                    Dr. F. Howard Schneider   24,403,931       N/A      473,909           N/A
                                    Dr. Michael Sorell        24,404,938       N/A      472,902           N/A
                                    Mr. Dhananjay G. Wadekar  24,405,188       N/A      472,652           N/A

                  2.       Increase in the number of 
                           authorized shares of common stock  22,946,596       1,715,810    N/A           203,643

                  3.       Increase in the number of 
                           authorized shares issuable under
                           the 1991 Stock Plan                22,353,747       1,945,289    N/A           249,493

</TABLE>



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 part 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
-------           --------------------------------------------------------------
2a                Agreement  and Plan of Merger  among the  Registrant,  DynaGen
                  Acquisition  Corporation,  Superior Pharmaceutical Company and
                  the  stockholders  of Superior  Pharmaceutical  Company  dated
                  March 7, 1997 (filed as Exhibit 2c to Registrant's  Transition
                  Report on Form 10-K for the  period  July 1, 1996 to  December
                  31, 1996, and incorporated herein by reference).

3a                Certificate of Incorporation,  as amended (filed as Exhibit 3a
                  to Registrant's  Transition Report on Form 10-K for the period
                  July 1, 1996 to December 31, 1996, and incorporated  herein by
                  reference).


                                       16





                                  DYNAGEN, INC.

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

Exhibit
  No.                              Description of Exhibit
-------           --------------------------------------------------------------
4a                Common Stock  Purchase  Warrant  issued to Leonardo G. Zangani
                  dated  January 15,  1997 (filed as Exhibit 4s to  Registrant's
                  Transition  Report on Form 10-K for the period July 1, 1996 to
                  December 31, 1996, and incorporated herein by reference).

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

                  (b)      Reports on Form 8-K:

                  During the quarter ended March 31, 1997,  the Company filed on
                  March 24,  1997 a Current  Report on Form 8-K dated  March 10,
                  1997  reporting the Company's  agreement to purchase the stock
                  of Superior Pharmaceutical Company.



                                       17



                                   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:  May 15, 1997


                                       18