================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q


[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
         OF THE SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended: March 31, 2001

[ ]      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
 incorporation or organization)                              Identification No.)


                               200 Highland Avenue
                                   Suite 301
                                Needham, MA 02494
                    (Address of principal executive offices)

                                 (781) 449-4926
                           (Issuer's telephone number)


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 9, 2001 there were 114,039,309 outstanding shares of common stock,
$.01 par value per share.



================================================================================
<PAGE>

                                 DYNAGEN, INC.

                                   FORM 10-Q

                                QUARTERLY REPORT

                                  MARCH 31,2001

                                TABLE OF CONTENTS


Facing Page                                                                 1
Table of Contents                                                           2

PART I.  FINANCIAL INFORMATION (*)

         Item 1.  Financial Statements:
                  Condensed Consolidated Balance Sheet                      3
                  Condensed Consolidated Statements of Loss                 5
                  Condensed Consolidated Statements of Changes
                     in Stockholders' Equity (Deficit)                      6
                  Condensed Consolidated Statements of Cash Flows           7
                  Notes to Unaudited Condensed Consolidated
                     Financial Statements                                   8

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

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                        15
         Item 2.  Changes in Securities                                    15
         Item 6.  Exhibits and Reports on Form 8-K                         16

SIGNATURES                                                                 18








(*)      The financial information at December 31, 2000 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
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                                  DYNAGEN, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      -------------------------------------
                                   (Unaudited)


                                     ASSETS

                                                   March 31,        December 31,
                                                     2001              2000
                                                  -----------       -----------
Current assets:
Cash and cash equivalents                         $   177,614       $   373,832
Due on sale of subsidiary                                   -           800,000
Accounts receivable, net of
     allowance of $49,861 and $485,068                560,465         3,508,794
Rebates receivables                                         -           119,558
Inventory                                           1,708,729         5,889,235
Notes receivable                                       55,000            55,000
Prepaid expenses and other current assets             169,271           492,601
                                                    ---------         ---------

Total current assets                                2,671,079        11,239,020
                                                  -----------       -----------

Property and equipment, net                         3,535,155         3,701,501
                                                  -----------       -----------
Other assets:
Investment securities                               3,720,000                 -
Customer lists, net of accumulated
    amortization                                            -         1,153,958
Debt financing costs, net
    of accumulated amortization                       315,910           402,784
Deposits and other assets                             483,869           416,359
                                                  -----------       -----------

Total other assets                                  4,519,779         1,973,101
                                                  -----------       -----------
                                                  $10,726,013       $16,913,622
                                                  ===========       ===========




     See accompanying notes to unaudited consolidated financial statements.

                                       3
<PAGE>

                                  DYNAGEN, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      -------------------------------------
                                  (Unaudited)

                   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)



                                                     March 31,     December 31,
                                                       2001           2000
                                                   ------------    ------------
Current liabilities:
Notes payable and current portion
    of long-term debt                              $  3,054,909     $ 8,252,678
Accounts payable and accrued expenses                 3,546,845       6,183,233
Warrant put liability                                         -       1,076,472
Settlement obligation, current portion                        -          16,276
                                                   ------------    ------------
Total current liabilities                             6,601,754      15,528,659
Deferred gain on sale of subsidiary                   1,385,279               -
Long term debt, less current portion                    616,000       2,248,875
Settlement obligation, less current portion                   -         451,313
                                                   ------------    ------------
Total liabilities                                     8,603,033      18,228,847
                                                   ------------    ------------

Commitments and contingencies

Stockholders' equity (deficit):
Preferred stock, $.01 par value, 10,000,000
    shares authorized,85,545 and 52,260 shares
    of Series B through O outstanding,
    (liquidation value $8,554,500 and $5,215,880)           855             522
Common stock, $.01 par value, 125,000,000 shares
    authorized, 109,758,293 and 98,002,026 shares
    issued and outstanding                            1,097,583         980,020
Additional paid-in capital                           69,244,559      64,460,755
Accumulated deficit                                 (68,220,017)    (66,756,522)
                                                   ------------    ------------
Total stockholders' equity (deficit)                  2,122,980      (1,315,225)
                                                   ------------    ------------
                                                   $ 10,726,013   $  16,913,622
                                                   ============    ============





See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>

                                  DYNAGEN, INC.
                         CONSOLIDATED STATEMENTS OF LOSS
                         -------------------------------
                                  (Unaudited)

                                                      Three Months Ended,
                                                -------------------------------
                                                  March 31,          March 31,
                                                    2001              2000
                                                ------------       ------------
Sales, net                                      $  3,926,296      $   8,121,748
Cost of sales                                      2,631,667          6,096,084
                                                ------------       ------------
      Gross profit                                 1,294,629          2,025,664
                                                ------------       ------------
Operating expenses:
  Selling, general and administrative              1,817,703          1,831,178
  Research and development                           439,739            307,750
                                                ------------       ------------
      Total operating expenses                     2,257,442          2,138,928
                                                ------------       ------------
      Operating loss                                (962,813)          (113,264)
                                                ------------       ------------
Other income (expense):
  Investment income, net                               6,199             3,872
  Interest and financing expense                    (486,939)          (447,449)
  Loss on investment securities                      (50,000)                -
  Miscellaneous income                                30,058            11,425
                                                ------------       ------------
      Other income (expense), net                   (500,682)          (432,152)
                                                ------------       ------------
      Net loss                                    (1,463,495)          (545,416)
Less returns to preferred stockholders:
  Beneficial conversion feature                    1,789,999                 -
  Dividends paid and accrued                          37,165            38,028

                                                ------------       ------------
Net loss applicable to common stock             $ (3,290,659)      $   (583,444)
                                                ============       ============

Net loss per share-basic                        $      (0.03)      $      (0.01)
                                                ============       ============

Weighted average shares outstanding              107,181,259         66,266,687
                                                ============       ============




See accompanying notes to unaudited consolidated financial statements.


                                       5
<PAGE>

                                 DYNAGEN, INC.
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
      --------------------------------------------------------------------
                   Three Months Ended March 31, 2001 and 2000
                                  (Unaudited)

<TABLE>
<CAPTION>
                                              Preferred Stock           Common Stock
                                              ---------------           ------------
                                                                                            Paid In     Accumulated
                                            Shares     Amount       Shares      Amount      Capital       Deficit           Total
                                            ------     ------       ------      ------      -------     -----------         -----

<S>                                        <C>       <C>        <C>           <C>         <C>          <C>              <C>
Balance at December 31,1999                 55,924    $  559     63,854,946    $638,549    $58,341,326  $(58,304,871)    $  675,563

Conversion of preferred stock              (6,270)      (62)      3,963,198      39,632       (39,570)              -             -
Conversion of debt                               -         -        786,000       7,860        441,767              -       449,627
Stock issued for services                        -         -      1,151,000      11,510        724,530              -       736,040
Stock options and warrants exercised             -         -        740,200       7,402         37,148              -        44,550
Stock options and warrants issued for            -         -              -           -         40,734              -        40,734
services
Comprehensive Income:  Net Loss                  -         -              -           -              -      (545,416)      (545,416)
                                          --------   -------    -----------  ----------     ----------    -----------   -----------
Balance at March 31, 2000                   49,654    $  497     70,495,344   $ 704,953   $ 59,545,935  $(58,850,287)  $  1,401,098
                                          ========   =======   ============  ==========   ============  =============  ============

Balance at December 31,2000                 52,260    $  522     98,002,026   $ 980,020   $ 64,460,755  $(66,756,522)  $ (1,315,225)

Stock options and warrants exercised             -         -        379,700       3,797        (3,397)              -           400
Shares issued in  exchange for investment   47,200       472              -           -      4,719,528              -     4,720,000
securities
Conversion of preferred stock             (13,915)     (139)     10,396,567     103,966      (103,827)              -             -
Conversion of debt                               -         -        650,000       6,500        108,500              -       115,000
Stock issued for services                        -         -        330,000       3,300         63,000              -        66,300
Comprehensive Income:  Net Loss                  -         -              -           -              -     (1,463,495)   (1,463,495)
                                          --------   -------    -----------  ----------     ----------    -----------   -----------
Balance at March 31, 2001                   85,545   $   855    109,758,293  $1,097,583    $69,244,559   $(68,220,017)  $ 2,122,980
                                          ========   =======   ============  ==========    ===========  =============   ===========

</TABLE>



     See accompanying notes to unaudited consolidated financial statements.

                                       6
<PAGE>

                                  DYNAGEN, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -----------------------------------------------
                                   (Unaudited)

                                                         Three Months Ended
                                                      --------------------------
                                                       March 31,      March 31,
                                                         2001          2000
                                                      -----------    -----------
Cash flows from operating activities:
Net loss                                             $ (1,463,495)  $ (545,416)
Adjustments to reconcile net loss to net cash used
    for operating activities:
Gain on settlement of warrant put liability               (26,472)           -
Loss on sale on investment securities                      50,000            -
Stock, stock options and warrants issued for services      66,300      776,774
Depreciation and amortization                             342,491      506,940
(Increase) decrease in operating assets:
Accounts receivable                                      (624,401)     (80,549)
Rebates receivable                                       (117,864)    (128,285)
Inventory                                                (609,810)    (115,470)
Prepaid expenses and other current assets                 292,597     (463,592)
Deposits and other assets                                (235,375)     (15,116)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses                   2,063,948     (979,515)
                                                      -----------  ------------

Net cash used for operating activities                   (262,081)  (1,044,229)
                                                      -----------   -----------
Cash flows from investing activities:
Purchase of property and equipment                       (152,768)     (57,904)
Decrease in notes receivable                                    -      (25,000)
Increase in deferred financing costs                            -      (30,000)
Proceeds from sale of subsidiaries                      4,800,000            -
Proceeds from sale of investment securities               950,000            -
                                                      -----------   -----------
Net cash provided (used) for investing activities       5,597,232     (112,904)
                                                      -----------   -----------
Cash flows from financing activities:
Net proceeds from stock warrants and options                  400       44,550
Net proceeds from equipment loan                          770,000            -
Repayment of debt obligations                            (342,364)    (141,077)
Net change in line of credit                           (5,959,405)    (195,615)
Increase in bank overdraft                                      -    1,419,321
                                                      -----------   -----------
Net cash provided (used) by financing
     activities                                        (5,531,369)   1,127,179
                                                      -----------   -----------
Net change in cash and cash equivalents                  (196,218)     (29,954)
Cash and cash equivalents at beginning of period          373,832      310,549
                                                      -----------   -----------

Cash and cash equivalents at end of period            $   177,614    $ 280,595
                                                      ===========   ===========
Supplemental cash flow information:
    Interest paid                                     $   516,491    $ 269,958
    Conversion of debt and accrued interest into
        Common stock                                      115,000            -
    Common stock issued for convertible
       note payable and accrued interest                        -      449,627
    Preferred stock issued for investment securities    4,720,000            -
    Conversion of put liability to notes payable          750,000            -

Additional cash flow information is disclosed in Note 2

See accompanying notes to unaudited consolidated financial statements

                                       7
<PAGE>

                                 DYNAGEN, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS AND BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of DynaGen, Inc.
(the "Company" or "DynaGen") and its wholly-owned subsidiaries, Able
Laboratories, Inc. ("Able"), which is engaged in the manufacture of generic
pharmaceuticals, and Monroe Subsidiary, Inc. (formerly Generic Distributors,
Inc. or "GDI"), which is engaged in the distribution of generic pharmaceuticals.
All significant inter-company balances and transactions have been eliminated in
consolidation.

     On February 23, 2001, we completed the sale of our subsidiary, Superior
Pharmaceutical Company to RxBazaar.com, Inc. We received $4,000,000 in cash and
settled the intercompany accounts between Able and Superior. The results of
operations for the first quarter 2001, include the operations of Superior up to
the date of sale. In December 2000, we completed the sale of substantially all
the assets of our GDI subsidiary to Louisiana Wholesale Distributors ("LWD"). We
agreed to sell accounts receivable, inventory and fixed assets for cash
consideration of $1,510,774. Our GDI subsidiary changed its name to Monroe
Subsidiary, Inc. after the sale, and ceased conducting operations.

     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
conformance with the accounting policies reflected in the financial statements
included in the Company's Annual Report on From 10-KSB for the year ended
December 31, 2000 filed the Securities and Exchange Commission.

USE OF ESTIMATES

     In preparing consolidated financial statements in conformity with generally
accepted accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of revenue and expenses during the
reporting period. Material estimates that are particularly susceptible to
significant change in the near term relate to the carrying values of
receivables, the valuation of equity instruments issued by the company and the
amount of obligations due as a result of defaults on certain debt obligations.
Actual results could differ from those estimates.

EARNINGS PER SHARE

     Basic earnings per share represents income available to common stock
divided by the weighted-average number of common shares outstanding during the
period. Diluted earnings per share reflects additional common shares that would
have been outstanding if dilutive potential common shares had been issued, as
well as any adjustment to income that would result from the assumed issuance.

     For all periods presented, options, warrants, put warrants, convertible
debt and convertible preferred stock were anti-dilutive and excluded from the
diluted earnings per share computations.

     The loss applicable to common stockholders has been increased by the stated
dividends on the convertible preferred stock and the amortization of discounts
on convertible preferred stock due to beneficial conversion features.

                                       8
<PAGE>

2. DISPOSITION OF SUBSIDIARIES

     On December 29, 2000, DynaGen sold substantially all the assets of GDI to
Louisiana Wholesale Distributors an unrelated party. At December 31, 2000 and
March 31, 2001 the consolidated financial statements include $442,000 of
accounts payable owned to creditors of GDI that were not assumed by the buyer.

     Selected operating information for GDI for the three months ended March 31,
2000 is as follows:

Sales, net                                             $1,239,016
Cost of sales                                           1,004,963
                                                      -----------
Gross profit                                              234,053

Selling, general and administrative expenses              300,375
                                                      -----------
     Operating loss                                       (66,322)

Miscellaneous income                                        2,541
                                                      -----------
     Net loss                                           $ (63,781)
                                                      ===========

     On February 23, 2001, pursuant to an agreement between the Company,
RxBazaar.com, Inc. and Superior Pharmaceutical Company, a direct and
wholly-owned subsidiary of the Company, RxBazaar acquired Superior in a cash
merger.

     As a result of the merger, the Company received a cash payment of
$4,000,000, RxBazaar paid the Company and the Company's subsidiary, Able
Laboratories, Inc., approximately $1,000,000 in respect of existing intercompany
advances and accounts payable that were eliminated as intercompany accounts on
the Company's consolidated financial statements, and RxBazaar assumed the
Company's existing 13.5% senior subordinated debt in the amount of $2,248,875.
The Company remains liable for the subordinated debt as a guarantor and the
Company issued contingent stock purchase warrants to the senior subordinated
debt holders. The warrants allow the holders to purchase 2,500,000 shares of
DynaGen's common stock at $.01 per share if the 13.5% senior subordinated debt
is still outstanding on June 17, 2002. In addition, the holders of the
subordinated debt may convert such debt, in whole or in part, into common stock
of the Company or RxBazaar, and the Company has agreed to register for resale
any shares of Company common stock issued upon conversion of the subordinated
debt. The purchase price and terms of the merger were determined in arms-length
negotiations between the parties. The Company deferred the gain of $1,385,279
due to its continuing ownership interest in RxBazaar.

     In connection with the sale of Superior Pharmaceutical Company, the Company
sold accounts receivable of $3,572,730, inventory of $4,790,316, property and
equipment of $191,715 and miscellaneous assets totaling $391,387 net of accounts
payable and accrued expenses of $4,685,336.

        Selected operating information for Superior is as follows:

                                        Three months ended March 31,
                                             2001           2000
                                         -----------    -----------
Sales, net                                $3,067,567     $6,612,607
Cost of sales                              2,812,726      5,351,458
                                         -----------    -----------
   Gross profit                              254,841      1,261,149

Selling, general and administrative
expenses                                     581,292        975,209
                                         -----------    -----------
    Operating income (loss)                 (326,451)       285,940
Miscellaneous income                             120            320
Interest expense                                   -           (179)
                                         -----------    -----------
    Net income (loss)                      $(326,331)     $ 286,081
                                         ===========    ===========



                                        9
<PAGE>
3.   INVENTORY

     Inventory consists of the following:
                                              March 31,        December 31,
                                                2001              2000
                                             ----------         ----------
         Raw materials                       $1,381,371         $  998,327
         Work-in-progress                        65,549             51,605
         Finished goods                         261,809          4,839,303
                                             ----------         ----------
                                             $1,708,729         $5,889,235

                                             ==========         ==========
4.   PROPERTY AND EQUIPMENT
                                              March 31,        December 31,
                                                2001              2000
                                             ----------         ----------
         Machinery and equipment             $2,912,430         $2,877,595
         Furniture, fixtures, and computers     410,816          1,206,933
         Leasehold improvements               1,379,938          1,394,707
                                             ----------         ----------
                                              4,703,184          5,479,235
         Less accumulated depreciation
              and amortization               (1,168,029)        (1,777,734)
                                             ----------         ----------
                                             $3,535,155         $3,701,501
                                             ==========         ==========
5.   DEBT

     Debt consists of the following:
                                              March 31,        December 31,
                                                2001              2000
                                             ----------         ----------
         Bridge loans                        $  110,000         $  236,000
         Machinery & equipment financing        150,000            150,000
         NJEDA bonds                          1,890,909          1,907,273
         Working capital loan  Fleet Capital         -           5,959,405
         Senior subordinated debt                    -           2,248,875
          Equipment loan                        770,000                 -
          Notes payable  put liability          750,000                 -
                                             ----------         ----------
         Total                                3,670,909         10,501,553
         Less current portion                 3,054,909          8,252,678
                                             ----------         ----------
         Long-term debt                      $  616,000         $2,248,875
                                             ==========         ==========

     On February 16, 2001, the Company entered into an equipment and financing
transaction pursuant to which it borrowed $770,000 in a sale and leaseback
arrangement. The borrowed amount is payable over a five-year term at an interest
rate of 15%.

     On February 23, 2001, the Company settled its warrant put liability
obligation by paying $300,000 and issuing $750,000 of 13.5% notes payable
maturing February 2002. The notes require 10 monthly equal installments of
principal and interest commencing May 2002.

                                       10
<PAGE>

6.   PREFERRED STOCK

     On February 15, 2001, the Company entered into an Exchange and Purchase
Agreement with equity investors of RxBazaar. The Exchange and Purchase Agreement
gave the RxBazaar investors the right to exchange shares of RxBazaar's Series A
Preferred Stock for shares of the Company's Series O Preferred Stock. RxBazaar
issued a total of $4,700,000 of Series A Preferred Stock to the equity
investors. On February 22, 2001, an investor converted $1,000,000 of Series A
Preferred Stock into Series O Preferred Stock of the Company. The Series A
Prefered Stock used to effect the exchange was immediately redeemed by
RxBazaar.com for $950,000. In March 2001, the investors converted the remaining
$3,700,000 balance of Series A Preferred Stock into Series O Preferred Stock.

     The Series O Preferred Stock carries an 8% dividend and is convertible to
common stock at the lesser of $0.35 per share or 75% of the average of the three
lowest per share prices in the ten consecutive trading days prior to conversion
during the first 149 days and 70% on or after 150 days. The Company has agreed
to register the common stock issuable on conversion. The resultant beneficial
conversion discount from this transaction will be in the range of $1,573,333 to
$2,022,857, depending on the date of conversion to the Company's common stock.

7.   SUBSEQUENT EVENTS

     On May 9, 2001, the stockholders approved an amendment to our certificate
of incorporation to increase the number of shares of authorized common stock
from 125,000,000 to 225,000,000 shares.

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

INTRODUCTION

     The following information should be read in conjunction with the
consolidated financial statements and notes thereto in Part I, Item 1 of this
Quarterly Report and with Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2000.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

     The Company does not provide forecasts of the future financial performance
of the Company. However, from time to time, information provided by the Company
or statements made by its employees may contain "forward-looking" information
that involves risks and uncertainties. In particular, statements contained in
this Form 10-Q which are not historical facts constitute forward-looking
statements and are made under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. You can identify these statements by
forward-looking words such as "may", "will", "expect", "anticipate", "believe",
"estimate", "continue", and similar words. You should read statements that
contain these words carefully because they: (1) discuss our future expectations;
(2) contain projections of our future operating results or financial condition;
or (3) state other "forward-looking" information. Various factors listed below,
as well as any cautionary language in this report, provide examples of risks,
uncertainties and events that may cause our actual results to be materially
worse than the expectations we describe in our forward-looking statements.

     Each forward-looking statement should be read in conjunction with the
consolidated financial statements and notes thereto in Part I, Item 1, of this
Quarterly Report and with the information contained in Item 2, including, but
not limited to, the factors set forth below, together with the Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000, including, but not limited to, the section therein entitled
"Certain Factors That May Affect Future Results" as well as the factors
discussed in our Registration Statement on Form S-3, File No. 333-54804, filed
with the Securities and Exchange Commission on February 1, 2001 and amended
thereafter, under the heading "Risk Factors".

                                       11
<PAGE>

    In addition to the risks and uncertainties posed generally by the generic
drug industry, we face the following risks and uncertainties:

         o     our auditors have expressed doubt about our ability to continue
               as a going concern;

         o     if we cannot raise significant additional funds, then we will
               have to substantially curtail our operations and investors could
               lose their investment;

         o     if we continue to incur losses, then the value of our common
               stock will likely decline;

         o     we face intense competition from other manufacturers of generic
               drugs;

         o     if the Boston Stock Exchange were to delist our common stock, we
               will have greater difficulty raising the capital we need to
               continue operations;

         o     if our common stock becomes subject to penny stock rules,
               investors may have greater difficulty selling their shares;

         o     we are obligated to issue a large number of shares of common
               stock at prices lower than market value;

         o     conversion of outstanding shares of convertible preferred stock
               may reduce the market price and dilute the relative voting power
               of our outstanding common stock;

         o     a decrease in the market price or our common stock would increase
               the number of shares of our common stock issuable upon conversion
               of the preferred stock and would compound the risks of dilution
               described in the preceding risk factor;

         o     holders of our preferred stock and others may have an incentive
               to sell common stock in the market before they convert their
               shares of preferred stock in expectation that the market price of
               our common stock will fall;

         o     the value of the common stock fluctuates widely and investors
               could lose money on their investment in our stock;

         o     we may face product liability for which we are not adequately
               insured; and

         o     intense regulation by government agencies may delay our efforts
               to commercialize our proposed drug products.

     Because of the foregoing and other factors, we may experience material
fluctuations in our future operating results on a quarterly or annual basis
which could materially adversely affect our business, financial condition,
operating results and stock price.

OVERVIEW

     DynaGen, Inc. develops, makes and sells generic drugs. From our inception
in 1988 until 1996, we focused primarily on developing new drugs and licensing
the resulting products and technologies to others. Beginning in 1996, we began
shifting our focus and through acquiring three separate companies became a
generic drug manufacturing and distribution business. In 1996 we acquired Able
Laboratories, Inc., our generic drug development and manufacturing business. In
1997 and 1998 we acquired Superior

                                       12
<PAGE>

Pharmaceutical Company and Generic Distributors, Incorporated, our distribution
operations.

     Generic drug development, manufacturing and distribution is a highly
competitive business and there are several companies with substantially greater
resources that compete with us. Our distribution businesses sold mostly our
competitors' products and the combination of manufacturing and distribution
business did not create the strategic advantages we were seeking. On the
contrary, we found that we were divided both financially and managerially. As
our financial performance failed to meet the expectations of Fleet Capital, our
senior lender, Fleet restricted our borrowing ability and as a result we faced a
working capital shortage. After careful analysis, we decided to divest our
distribution operations and continue only as a generic drug development and
manufacturing company selling only our own products to customers. In November
2000, we sought and obtained the approval of our shareholders to sell the
Superior distribution business and we completed the sale on February 23, 2001.
We sold the assets of our Generic Distributors, Incorporated subsidiary in a
separate transaction on December 29, 2000.

     The sale of the two distribution subsidiaries involved complex financial
transactions. The future outcome of our current strategy is still unknown. In
the section of this Report entitled "Certain Factors That May Affect Future
Results," we have described several risk factors which we believe are
significant. We consider each of these risks specific to us, although some are
industry or sector related issues which could also impact to some degree other
businesses in our market sector. You should give very careful consideration to
these risks and pay special attention to the recent developments when you
evaluate DynaGen.

     We have financed our operating losses primarily through the proceeds from
public and private stock offerings and debt offerings. We anticipate that
revenues from product sales may not be sufficient to fund our current operations
and produce an operating profit in fiscal 2001. We have incurred losses since
inception and may incur additional losses in the future.

     Our history of operating losses raises substantial doubt about our ability
to continue operations. If we are unable to secure significant additional
financing or to renegotiate our agreements with our existing creditors, we may
have to file for bankruptcy. Our independent auditors issued an opinion on our
financial statements as of December 31, 2000 and for the year then ended which
included an explanatory paragraph expressing substantial doubt about our ability
to continue as a going concern.

Results of Operations Three Months Ended March 31, 2001
-------------------------------------------------------

     Revenues for the three-month period ended March 31, 2001 were $3,926,296
compared to $8,121,748 for the period ended March 31, 2000. The decrease of
$4,195,452 or 52% is the result of the sale of our distribution subsidiaries,
Superior Pharmaceutical and GDI.

     Cost of product sales was $2,631,667, or 67% of product sales for the
three-month period ended March 31, 2001, compared to $6,096,084, or 75% of
product sales for the period ended March 31, 2000. The increase in the gross
profit margin to 33% is due to the higher margins of new products being
manufactured at Able Laboratories.

     Research and development expenses for the three-month period ended March
31, 2001 were $439,739 compared to $307,750 for the three-month period ended
March 31, 2000. All of these expenses relate to research which is currently
being conducted at Able Laboratories to develop generic drugs. Able currently
has twelve new products pending approval with the FDA and will be increasing its
research and development activities for a broad range of products over the next
several months.

     Selling, general and administrative expenses for the three-month period
ended March 31, 2001 were $1,817,703 compared to $1,831,178 for the three-month
period ended March 31, 2000. Expenses declined as a result of the sale of GDI
and Superior, however, the savings were offset by increased costs at our Able
subsidiary.

                                       13
<PAGE>

     Interest and financing expenses of $486,939 for the three-month period
ended March 31, 2001, compared to $447,449 for the three-month period ended
March 31, 2000, relate primarily to private placements of debt instruments and
our working capital loan. We issued several warrants in connection with debt
placements, the values of which are included in our financing costs.

     We recorded an operating loss of $962,813 for the three months ended March
31, 2001, compared to an operating loss of $113,264 for the three months ended
March 31, 2000. We record a net loss of $1,463,495, or $0.03 per share, for the
three months ended March 31, 2001, compared to a net loss of $545,416 or $0.01
per share for the three months ended March 31, 2000. The increase in our losses
of $918,079 was primarily the result of Superior Pharmaceutical's loss of
$326,331 in the first quarter of 2001 compared to a profit in the first quarter
of 2000 of $286,081 and a $120,000 termination fee paid to Fleet Capital.

LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 2001, we had a working capital deficit of $3,930,675
compared to a working capital deficit of $4,289,639 at December 31, 2000. Cash
was $177,614 as of March 31, 2001, compared to $373,832 at December 31, 2000. We
expect our cash needs for the next 12 months to be approximately $4,000,000. We
expect to generate the needed cash through additional financing activities. If
we are not able to raise the needed financing, our ability to maintain our
current level of operations would be materially and adversely affected and we
will be required to reduce or eliminate certain expenditures, including research
and development activity with respect to certain proposed products.

     On February 23, 2001, pursuant to an agreement between DynaGen,
RxBazaar.com, Inc. and Superior Pharmaceutical Company, RxBazaar acquired
Superior in a cash merger. As a result of the merger, we received a cash payment
of $4,000,000, RxBazaar became obligated to pay us and our subsidiary, Able
Laboratories, Inc., approximately $1,000,000 in respect of existing intercompany
advances and accounts payable that were eliminated as intercompany accounts on
our consolidated financial statements, and RxBazaar assumed our existing 13.5%
senior subordinated debt in the amount of $2,248,875. We remain liable for the
subordinated debt as a guarantor. In addition, the holders of the subordinated
debt may convert such debt, in whole or in part, into common stock of DynaGen or
RxBazaar, and we have agreed to register for resale any shares of our common
stock issued upon conversion of the subordinated debt. The purchase price and
terms of the merger were determined in arms-length negotiations between the
parties.

     On February 23, 2001, the Company used the proceeds of the sale to pay off
its obligations under its working capital loan to Fleet Capital. In addition,
the Company settled its warrant put liability obligation by paying $300,000 and
issuing $750,000 of 13.5% notes payable maturing February 2002. The notes
require 10 monthly installments of principal and interest commencing May 2002.

     In addition, in February 2001, we received $950,000 on the redemption of
$1,000,000 of RxBazaar.com series A Preferred Stock. See Note 6 to the Finacial
Statements

     To date we have met substantially all of our capital requirements through
the sale of securities and loans convertible into common stock. The negative
impact of events from 1997 to date has limited our ability to raise capital in a
conventional sale of our securities. However, 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. If we are unable to obtain
such additional financing, our ability to maintain our current level of
operations would be materially and adversely affected and we will be required to
reduce or eliminate certain expenditures, including research and development
activity with respect to certain proposed products. We cannot give any assurance
that we will raise the needed financing.

                                       14
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     On May 4, 2000, Don Couvillon, Sidney Johnson, and Generic Distributors
Limited Partnership filed for arbitration with the American Arbitration
Association in Atlanta, Georgia. The claimants alleged that DynaGen, Generic
Distributors, Inc., and Superior Pharmaceutical Co. breached the parties' March
2, 1998 Asset Purchase Agreement by refusing to pay certain compensation
totaling $1,383,332. On June 6, 2000, Couvillon and Johnson filed a related
action in Federal District Court in Monroe, Louisiana against DynaGen, Generic
Distributors, Inc., and Superior Pharmaceutical Co., and later dismissed their
pending claims in the Atlanta arbitration. Couvillon and Johnson alleged
breaches of compensation provisions in their employment and consulting
contracts, respectively, and each demanded $116,666. On March 14, 2001, the
parties accepted the offer of the United States Court of Appeals, Fifth Circuit
to mediate the disputes. Accordingly, on March 14, 2001 the parties met and
resolved their dispute and entered into a settlement agreement. Upon the
completion of the appropriate documents the claims will be dismissed with
prejudice.

     We are also involved in certain other legal proceedings from time to time
incidental to our normal business activities. While the outcome of any such
proceedings cannot be accurately predicted, we do not believe the ultimate
resolution of any existing matters should have a material adverse effect on our
financial position or results of operations.

ITEM 2.  CHANGE IN SECURITIES

     a.  Not applicable

     b.  Not applicable

     c.  Sales of Unregistered Securities.  In the three months ended March 31,
         2001, we sold the following securities:

     In February 2001, we issued 650,000 shares of common stock to an
unaffiliated third party upon conversion of a $100,000 note payable and interest
accrued thereon of $15,000.

     In February 2001 we issued warrants to purchase a total of 150,000 shares
of common stock at an exercise price of $.17 per share in connection with public
relations services. We also issued a warrant to purchase 100,000 shares of
common stock at an exercise price of $.30 per share for certain investor
relations services provided.

     In February 2001 we granted options to purchase a total of 11,250,000
shares of common stock at an exercise price of $.22 per share to all of our
directors. These options become exercisable in four equal installments at the
end of each calendar quarter during the year 2001; each such option is to expire
seven years after the date of grant.

     In February 2001, we entered into an Exchange and Purchase Agreement with
equity investors of RxBazaar.com, Inc. The Exchange and Purchase Agreement gave
the RxBazaar investors the right to exchange shares of RxBazaar's Series A
Preferred Stock for shares of our Series O Preferred Stock. RxBazaar.com issued
a total of $4,700,000 of Series A Preferred Stock to the equity investors. On
February 22, 2001, an investor converted $1,000,000 of Series A Preferred Stock
into shares of our Series O Preferred Stock which was immediately redeemed by
RxBazaar.com for $950,000. In March 2001, the investors converted their
$3,700,000 balance of Series A Preferred Stock into shares of our Series O
Preferred Stock.

     During the quarter ending March 31, 2001, we issued 11,576,267 shares of
common stock upon the exercise of options and warrants and conversion of
convertible debt and equity securities.

                                       15
<PAGE>

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.         Item
-------     ----

3.1         Restated Certificate of Incorporation (filed as Exhibit 3a to the
            Company's Report on Form 10-Q for the Quarter ended June 30, 1998,
            as amended on September 14, 1998, and incorporated herein by
            reference).

3.2         By-laws, as amended (filed as Exhibit 3b to Registrant's
            Registration Statement on Form S-1, No. 33-46445, and incorporated
            by reference).

10.1*       Stock Option in the name of C. Robert Cusick, dated February 24,
            2001. (filed herewith)

10.2*       Stock Option in the name of James Klint, MD, dated February 24,
            2001. (filed herewith)

10.3*       Stock Option in the name of F. Howard Schneider, dated February 24,
            2001. (filed herewith)

10.4*       Stock Option in the name of Harry Silverman, dated February 24,
            2001. (filed herewith)

10.5*       Stock Option in the name of Dhananjay Wadekar, dated February 24,
            2001. (filed herewith)

10.6        Contingent Stock Purchase Warrant dated February 23, 2001, issued by
            DynaGen, Inc. to FINOVA Mezzanine Capital, Inc. (filed as Exhibit
            4.1 to the Company's Current Report on Form 8-K filed on March 9,
            2001).

10.7        Contingent Stock Purchase warrant dated February 23, 2001, issued by
            DynaGen, Inc. to Argosy Investment Partners, L.P. (filed as Exhibit
            4.2 to the Company's Current Report on Form 8-K filed on March 9,
            2001).

10.8        Secured Promissory Note dated February 23, 2001, issued by DynaGen,
            Inc. to FINOVA Mezzanine Capital, Inc. in the principal amount of
            $500,000 (filed as Exhibit 4.3 to the Company's Current Report on
            Form 8-K filed on March 9, 2001).

10.9        Secured Promissory Note dated February 23, 2001, issued by DynaGen,
            Inc. to Argosy Investment Partners, L.P. in the principal amount of
            $250,000 (filed as Exhibit 4.4 to the Company's Current Report on
            Form 8-K filed on March 9, 2001).

10.10       Certificate of Designations, Preferences and Rights of Series O
            Preferred Stock of DynaGen, Inc. (filed as Exhibit 4.5 to the
            Company's Current Report on Form 8-K filed on March 9, 2001).

10.11       Registration Rights Agreement dated February 15, 2001 among DynaGen,
            Inc., Kenilworth LLC and The Endeavour Capital Investment Fund S.A.
            (filed as Exhibit 4.6 to the Company's Current Report on Form 8-K
            filed on March 9, 2001).

                                       16
<PAGE>



10.12       Exchange and Purchase Agreement dated February 15, 2001, among
            DynaGen, Inc., Kenilworth LLC and The Endeavour Capital Investment
            Fund, S.A. (filed as Exhibit 99.1 to the Company's Current Report on
            From 8-K filed on March 9, 2001).

10.13       First Amended and Restated Loan Agreement dated February 23, 2001,
            among DynaGen, Inc., RxBazaar.com Inc., Superior Pharmaceutical
            Company, Argosy Investment Partners, L.P. and FINOVA Mezzanine
            Capital Inc. (filed as Exhibit 99.2 to the Company's Current Report
            on Form 8-K filed on March 9, 2001).

10.14       Unconditional Guaranty dated February 23, 2001, among DynaGen, Inc.,
            Argosy Investment Partners, L.P. and FINOVA Mezzanine Capital Inc.
            (filed as Exhibit 99.3 to the Company's Current Report on Form 8-K
            filed on March 9, 2001).

10.15       Credit Agreement dated February 23, 2001, among DynaGen, Inc.,
            Argosy Investment Partners, L.P. and FINOVA Mezzanine Capital Inc.
            (filed as Exhibit 99.4 to the Company's Current Report on Form 8-K
            filed on March 9, 2001).

10.16       Unconditional Guaranty dated February 23, 2001, among Able
            Laboratories, Inc., Argosy Investment Partners, L.P. and FINOVA
            Mezzanine Capital Inc. (filed as Exhibit 99.5 to the Company's
            Current Report on Form 8-K filed on March 9, 2001).

10.17       Security Agreement dated February 23, 2001, between Able
            Laboratories, Inc. and FINOVA Mezzanine Capital Inc. (filed as
            Exhibit 99.6 to the Company's Current Report on Form 8-K filed on
            March 9, 2001).

10.18       Intercreditor Agreement dated February 21, 2001, among Triple L
            Ltd., K & L Financial, Inc., Northway State Bank, FINOVA Mezzanine
            Capital Inc., Argosy Investment Partners, L.P., U.S. Bank Trust
            National Association and Able Laboratories, Inc. (filed as Exhibit
            99.7 to the Company's Current Report on Form 8-K filed on March 9,
            2001).

10.19       Assignment and Assumption Agreement dated February 23, 2001, among
            DynaGen, Inc., Able Laboratories, Inc. and Superior Pharmaceutical
            Company. (filed as Exhibit 99.8 to the Company's Current Report on
            Form 8-K filed on March 9, 2001).

10.20       Asset Purchase Agreement dated February 16, 2001, between Able
            Laboratories, Inc. and Triple L, Ltd. (filed as Exhibit 99.9 to the
            Company's Current Report on Form 8-K filed on March 9, 2001).

10.21       Bill of Sale dated February 16, 2001, between Able Laboratories,
            Inc. and Triple L, Ltd. (filed as Exhibit 99.10 to the Company's
            Current Report on Form 8-K filed on March 9, 2001).

10.22       Equipment Lease Agreement dated February 16, 2001, between Able
            Laboratories, Inc. and Triple L, Ltd. (filed as Exhibit 99.11 to the
            Company's Current Report on Form 8-K filed on March 9, 2001).

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

*    Indicates a management contract or any compensatory plan, contract or
     arrangement.

(b)  Reports on Form 8-K.

     On March 9, 2001, the Company filed a Current Report on Form 8-K relating
     to the sale of its Superior Pharmaceutical Company Subsidiary.

                                       17
<PAGE>

                                   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/ Dhananjay G. Wadekar
                                      -----------------------
                                      Dhananjay G. Wadekar
                                      Duly Authorized Officer and
                                      Principal Financial and
                                      Accounting Officer


































                                       18
<PAGE>

                                  EXHIBIT INDEX


Exhibit
No.         Item
-------     ----

3.1         Restated Certificate of Incorporation (filed as Exhibit 3a to the
            Company's Report on Form 10-Q for the Quarter ended June 30, 1998,
            as amended on September 14, 1998, and incorporated herein by
            reference).

3.2         By-laws, as amended (filed as Exhibit 3b to Registrant's
            Registration Statement on Form S-1, No. 33-46445, and incorporated
            by reference).

10.1*       Stock Option in the name of C. Robert Cusick, dated February 24,
            2001. (filed herewith)

10.2*       Stock Option in the name of James Klint, MD, dated February 24,
            2001. (filed herewith)

10.3*       Stock Option in the name of F. Howard Schneider, dated February 24,
            2001. (filed herewith)

10.4*       Stock Option in the name of Harry Silverman, dated February 24,
            2001. (filed herewith)

10.5*       Stock Option in the name of Dhananjay Wadekar, dated February 24,
            2001. (filed herewith)

10.6        Contingent Stock Purchase Warrant dated February 23, 2001, issued by
            DynaGen, Inc. to FINOVA Mezzanine Capital, Inc. (filed as Exhibit
            4.1 to the Company's Current Report on Form 8-K filed on March 9,
            2001).

10.7        Contingent Stock Purchase warrant dated February 23, 2001, issued by
            DynaGen, Inc. to Argosy Investment Partners, L.P. (filed as Exhibit
            4.2 to the Company's Current Report on Form 8-K filed on March 9,
            2001).

10.8        Secured Promissory Note dated February 23, 2001, issued by DynaGen,
            Inc. to FINOVA Mezzanine Capital, Inc. in the principal amount of
            $500,000 (filed as Exhibit 4.3 to the Company's Current Report on
            Form 8-K filed on March 9, 2001).

10.9        Secured Promissory Note dated February 23, 2001, issued by DynaGen,
            Inc. to Argosy Investment Partners, L.P. in the principal amount of
            $250,000 (filed as Exhibit 4.4 to the Company's Current Report on
            Form 8-K filed on March 9, 2001).

10.10       Certificate of Designations, Preferences and Rights of Series O
            Preferred Stock of DynaGen, Inc. (filed as Exhibit 4.5 to the
            Company's Current Report on Form 8-K filed on March 9, 2001).

10.11       Registration Rights Agreement dated February 15, 2001 among DynaGen,
            Inc., Kenilworth LLC and The Endeavour Capital Investment Fund S.A.
            (filed as Exhibit 4.6 to the Company's Current Report on Form 8-K
            filed on March 9, 2001).

                                       19
<PAGE>

10.12       Exchange and Purchase Agreement dated February 15, 2001, among
            DynaGen, Inc., Kenilworth LLC and The Endeavour Capital Investment
            Fund, S.A. (filed as Exhibit 99.1 to the Company's Current Report on
            From 8-K filed on March 9, 2001).

10.13       First Amended and Restated Loan Agreement dated February 23, 2001,
            among DynaGen, Inc., RxBazaar.com Inc., Superior Pharmaceutical
            Company, Argosy Investment Partners, L.P. and FINOVA Mezzanine
            Capital Inc. (filed as Exhibit 99.2 to the Company's Current Report
            on Form 8-K filed on March 9, 2001).

10.14       Unconditional Guaranty dated February 23, 2001, among DynaGen, Inc.,
            Argosy Investment Partners, L.P. and FINOVA Mezzanine Capital Inc.
            (filed as Exhibit 99.3 to the Company's Current Report on Form 8-K
            filed on March 9, 2001).

10.15       Credit Agreement dated February 23, 2001, among DynaGen, Inc.,
            Argosy Investment Partners, L.P. and FINOVA Mezzanine Capital Inc.
            (filed as Exhibit 99.4 to the Company's Current Report on Form 8-K
            filed on March 9, 2001).

10.16       Unconditional Guaranty dated February 23, 2001, among Able
            Laboratories, Inc., Argosy Investment Partners, L.P. and FINOVA
            Mezzanine Capital Inc. (filed as Exhibit 99.5 to the Company's
            Current Report on Form 8-K filed on March 9, 2001).

10.17       Security Agreement dated February 23, 2001, between Able
            Laboratories, Inc. and FINOVA Mezzanine Capital Inc. (filed as
            Exhibit 99.6 to the Company's Current Report on Form 8-K filed on
            March 9, 2001).

10.18       Intercreditor Agreement dated February 21, 2001, among Triple L
            Ltd., K & L Financial, Inc., Northway State Bank, FINOVA Mezzanine
            Capital Inc., Argosy Investment Partners, L.P., U.S. Bank Trust
            National Association and Able Laboratories, Inc. (filed as Exhibit
            99.7 to the Company's Current Report filed on Form 8-K on March 9,
            2001).

10.19       Assignment and Assumption Agreement dated February 23, 2001, among
            DynaGen, Inc., Able Laboratories, Inc. and Superior Pharmaceutical
            Company. (filed as Exhibit 99.8 to the Company's Current Report on
            Form 8-K filed on March 9, 2001).

10.20       Asset Purchase Agreement dated February 16, 2001, between Able
            Laboratories, Inc. and Triple L, Ltd. (filed as Exhibit 99.9 to the
            Company's Current Report on Form 8-K filed on March 9, 2001).

10.21       Bill of Sale dated February 16, 2001, between Able Laboratories,
            Inc. and Triple L, Ltd. (filed as Exhibit 99.10 to the Company's
            Current Report on Form 8-K filed on March 9, 2001).

10.22       Equipment Lease Agreement dated February 16, 2001, between Able
            Laboratories, Inc. and Triple L, Ltd. (filed as Exhibit 99.11 to the
            Company's Current Report on Form 8-K filed on March 9, 2001).



*    Indicates a management contract or any compensatory plan, contract
     or arrangement.

                                       20