<PAGE>
 
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-QSB



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

                 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

                                      OR

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

                        Commission File Number: 1-13160


                                  DYCAM, INC.
       (Exact name of small business issuer as specified in its charter)



          Delaware                                          95-4202424
(State or other jurisdiction                            (I.R.S. Employer
      or organization)                               Identification Number)


                                9414 Eton Ave.
                          Chatsworth, California 91311
                   (Address of principal executive offices)


                                (818) 998-8008
               (Issuer's telephone number, including area code)


                                    (NONE)
     (Former name, address and fiscal year, if changed since last report)


    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 proceeding 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 [_]

   State the number of shares outstanding of each of the issuer's classes of
               common equity as of the latest practicable date.

      COMMON STOCK, $.01 PAR VALUE, 3,120,848 SHARES AS OF JUNE 30, 1997

           Transitional Small Business Disclosure Format (Check one)

                                      YES [ ]        NO [X]
<PAGE>
 


          PART I.   FINANCIAL INFORMATION

          Item 1.   Financial Statements



                                  DYCAM INC.

                                BALANCE SHEETS

                      JUNE 30, 1997 AND DECEMBER 31, 1996

<TABLE>
<CAPTION>                                             
                                ASSET
                                                         June 30, 1997              December 31, 1996
<S>                                                      <C>                        <C>
Current assets:                                                              
  Cash and cash equivalents                                  $454,000                   $   590,000
  Accounts receivable, net                                    218,000                       237,000
  Inventory                                                   223,000                       394,000
  Prepaid expenses and other current assets                         0                        40,000
                                                          -----------                   -----------
     Total current assets                                     895,000                     1,261,000
                                                                             
Goodwill, net of accumulated amortization                                    
  of $944,000                                               4,610,000                     4,749,000
                                                                             
Property and equipment, net                                   350,000                       439,000
                                                                             
Deposits                                                       17,000                        18,000
                                                          -----------                   -----------     
                                                                             
  Total assets                                            $ 5,872,000                   $ 6,467,000
                                                          ===========                   ===========  

<CAPTION>                                                                              
                     LIABILITIES AND STOCKHOLDERS'  EQUITY
                                                                             
Current liabilities:                                                         
  Accounts payable                                           $137,000                      $134,000
  Accounts payable-intercompany                                     0                             0
  Accrued payroll and related expenses                         97,000                        79,000
  Accrued expenses                                             49,000                        24,000
  Income taxes payable                                              0                             0
                                                          -----------                   -----------
     Total current liabilities                                283,000                       237,000
                                                          -----------                   -----------     
Commitments                                                                  
                                                                             
Stockholders' equity                                                         
  Common stock (par value $.01)                                31,000                        31,000
  Additional paid in capital                               10,710,000                    10,710,000
  Accumulated deficit                                      (4,152,000)                   (3,511,000)
  Note Receivable from Styles                              (1,000,000)                   (1,000,000)
                                                          -----------                   -----------
     Total shareholders' equity                             5,589,000                     6,230,000
                                                          -----------                   -----------
       Total liabilities and shareholders' equity         $ 5,872,000                   $ 6,467,000
                                                          ===========                   ===========
</TABLE>

                                       2
<PAGE>
 
                                  DYCAM INC.

                           STATEMENTS OF OPERATIONS

           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996




<TABLE>
<CAPTION>
                                                          Three Months Ended              Six months ended
                                                     June 30, 1997   June 30, 1996  June 30, 1997  June 30, 1996
<S>                                                    <C>            <C>            <C>             <C>  

Revenues
   Camera Sales                                        $  437,000     $  601,000     $  792,000      $1,364,000
   Contract engineering fees                           $  111,000     $   67,000     $  139,000      $  133,000
   License fees                                        $  228,000     $    2,000     $  228,000      $   18,000
                                                       ----------     ----------     ----------      ----------
                                                       $  776,000     $  670,000     $1,159,000      $1,515,000
                                                       ----------     ----------     ----------      ----------
                                                                                                                   
Cost of revenues                                                                                                   
   Camera Sales                                           378,000        334,000        646,000         821,000
   Contract engineering fees                               32,000         45,000         50,000          90,000
   License fees                                                                                          11,000
                                                       ----------     ----------     ----------      ----------
                                                          410,000        379,000        696,000         922,000
                                                       ----------     ----------     ----------      ----------
                                                                                                                   
Gross profit                                              366,000        291,000        463,000         593,000
                                                       ----------     ----------     ----------      ----------
                                                                                                                   
Operating expenses:                                                                                                
   Selling,  general & administrative expenses            294,000        313,000        638,000         598,000
   Research and Development                               120,000        139,000        243,000         298,000
   Depreciation and amortization                          126,000        112,000        247,000         221,000
                                                       ----------     ----------     ----------      ----------
                                                          540,000        564,000      1,128,000       1,117,000
Income before                                                                                                      
   Non - operating income and taxes                      (174,000)      (273,000)      (665,000)       (524,000)

Non - operating income                                     (6,000)        39,000         24,000          80,000
                                                       ----------     ----------     ----------      ----------
Income (loss) before taxes                               (180,000)      (234,000)      (641,000)       (444,000)
                                                                                                                   
Provision for income taxes                                      0              0              0               0
                                                       ----------     ----------     ----------      ----------
                                                                                                                   
                                                                                                                   
   Net income (loss)                                   $(180,000)     $ (234,000)    $ (641,000)     $ (444,000)
                                                       =========      ==========     ==========      ==========
                                                                                                                   
Net income (loss) per share:                              ($0.06)         ($0.07)        ($0.21)         ($0.14)
                                                                                                                   
Weighted average shares of common                                                                                  
stock outstanding                                       3,120,836      3,120,836      3,120,836       3,120,836
</TABLE>

                                       3
<PAGE>
 
                                  DYCAM INC.

                       STATEMENT OF STOCKHOLDERS' EQUITY

          FOR THE YEAR ENDED 1996 AND SIX MONTHS ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
                                     Common Stock                                            
                                    No. of shares      Par value      Addtl. pd in Cap.     
                                    -------------     -----------     -----------------        
<S>                                 <C>               <C>             <C>                    
Balance at December 31, 1996           3,120,836           31,000          10,710,000          
                                                                                              
Net loss for first six months                                                                 
                                     -----------      -----------         ----------           
                                                                                              
Balance at June 30, 1997               3,120,836      $    31,000         $10,710,000          
                                     ===========      ===========         ===========           
                                                                     
                                                                     
                                   Note Receivable    Accumulated        Stockholders
                                     from Styles        Deficit             Equity    
<S>                                ---------------    -----------        ------------
Balance at December 31, 1996        <C>               <C>                <C>          
                                      (1,000,000)      (3,511,000)         6,230,000 
Net loss for first six months                                                     
                                                         (641,000)          (641,000)
                                     -----------      -----------         ---------- 
Balance at June 30, 1997                                                          
                                     $(1,000,000)     $(4,152,000)        $5,589,000
                                     ===========      ===========         ========== 
</TABLE>

                                       4
<PAGE>
 
                                  DYCAM INC.

                            STATEMENT OF CASH FLOWS

                FOR THE SIX MONTHS ENDED JUNE 30, 1997 and 1996

<TABLE>
<CAPTION>                                                                          
                                                                           JUNE 30, 1997    JUNE 30, 1996         
<S>                                                                        <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                                              
      Net Income                                                             $(641,000)      $ (444,000)
                                                                             ---------       ----------
      Adjustments to reconcile Net Income (loss)                             
      to Net Cash provided by (used in) operating activites:                 
         Depreciation                                                          108,000           80,000
         Amortization of goodwill                                              139,000          139,000
         Allowance for doubtful accounts                                     
         Changes in assets and liabilities:                                  
          (Increase) / decrease in accounts receivable                          18,000         (128,000)
          (Increase) / decrease in royalty receivable                                0                0
          (Increase) / decrease in inventories                                 171,000          104,000
          (Increase) / decrease in prepaid expenses                                  0            8,000
          (Increase) / decrease in other current assets                         40,000            1,000
          Increase / (decrease) in accounts payable                              3,000           32,000
          Increase / (decrease) in accounts payable-intercompany                     0                0
          Increase / (decrease) in accrued expenses                              8,000           10,000
          Increase / (decrease) in accrued payroll and related expenses         19,000                0
          Increase / (decrease) in deferred revenue                             17,000                0
          Increase / (decrease) in income taxes payable                              0                0
                                                                             ---------       ----------
                      Total adjustments                                        276,000           27,000
                                                                             ---------       ----------
                                                                             
          Net cash provided by (used in) operating activites                  (118,000)        (198,000)
                                                                             ---------       ----------
                                                                             
     CASH FLOWS FROM INVESTING ACTIVITIES:                                   
                                                                             
          (Increase) / decrease in property and equipment                      (19,000)         (70,000)
          (Increase) / decrease in Note receivable from SOV                          0                0
          (Increase) / decrease in deposits                                      1,000           12,000
                                                                             ---------       ----------  
          Net cash used in investing activites                                 (18,000)         (58,000)
                                                                             
     CASH FLOWS FROM FINANCING ACTIVITIES:                                   
          Offering Expenses                                                          0                0
          Issuance of common stock                                                   0                0
                                                                             ---------       ----------
          Net cash provided by financing activities                                  0                0
          NET INCREASE / (DECREASE)  IN CASH                                  (136,000)        (256,000)
                                                                             
     CASH,  BEGINNING BALANCE                                                  590,000        1,374,000
                                                                             ---------       ----------
     CASH,  ENDING BALANCE                                                   $ 454,000       $1,118,000
                                                                             =========       ==========
</TABLE>

                                       5
<PAGE>
 
                                 DYCAM INC.
 
                         NOTES TO FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

General

The accompanying unaudited interim financial statements of Dycam Inc. (the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB.  Certain notes and other information have been condensed or omitted from
the interim financial statements presented in this report.  Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the opinion of
management, the financial statements reflect all adjustments considered
necessary for a fair presentation and all such adjustments are of a normal and
recurring nature.  The results of operations for the six months ended June 30,
1997 are not necessarily indicative of the results to be expected for the full
year.  For further information refer to the financial statements and footnotes
thereto included in the Company's annual report on form 10-KSB for the year
ended December 31, 1996 as filed with the U.S. Securities and Exchange
Commission.

Basis of Presentation

Since 1994, the Company has suffered substantial recurring losses from
operations and has an accumulated deficit as of June 30, 1997.  These matters
raise substantial doubt about the Company's ability to continue as a going
concern.  The Company's continuation as a going concern is dependent on its
ability to generate sufficient cash flow to meet its obligations on a timely
basis, to obtain additional financing as may be required, and ultimately to
attain profitable operations.  The Company's operating plan for calendar year
1997 includes increased sales, higher margins on certain segments of the custom
products and licensing business, reduced expenses as a percentage of revenues,
collections of interest payments due from Styles, and improved cash flows
sufficient to cover the Company's financing needs.  There can be no assurance
that the Company will be successful in these regards.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


Property and Equipment

Included in property and equipment is camera equipment held under lease to a 
subsidiary of Styles in the amount of $228,000. Equipment under operating leases
is recorded at cost, net of accumulated depreciation. Such camera equipment is
being depreciated over four years.

Goodwill


Goodwill, which represents the excess of purchase price over fair value of net
assets acquired, is amortized on a straight-line basis over the expected periods
to be benefited.  Dycam assesses the recoverability of this intangible asset by
determining whether the amortization of the goodwill balance over its remaining
life can be recovered through projected undiscounted future cash flows.  The
amount of goodwill impairment, if any, is measured based on projected
undiscounted future cash flows and is charged to operations in the period in
which goodwill impairment is determined by management.  Goodwill is being
amortized on a straight-line basis over the expected 20 year life.  During 1996
and 1995 Dycam recorded $278,000 and $278,000 of amortization expense,
respectively.  Goodwill amortization of $139,000 was recorded for the six months
ended June 30, 1997 and 1996, respectively.  At June 30, 1997 no impairment of
goodwill was determined by management.

                                       6
<PAGE>
 
                                  DYCAM INC.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------


Revenue Recognition

Revenue from camera sales is recognized upon shipment of products.  Contract
engineering fees are recognized when the service is performed.  License fee
revenue is recognized when earned.  Revenue from camera equipment leased to a
subsidiary of Styles is included in camera sales and is being recognized when
earned.

Loss Per Common Share

Loss per common share has been computed on the weighted average number of common
and equivalent shares outstanding.  Primary and fully diluted net loss per share
are approximately the same.  Dycam has granted certain options which have been
treated as common share equivalents in calculating net loss per share, unless
antidilutive.  The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards 128, Earnings per Share ("SFAS 128"), which is
effective for financial statements issued for periods ending after December 15,
1997.  The effect of adopting SFAS 128 has not yet been determined.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles ("GAAP") requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reported
period.  Actual results could materially differ from those estimates.

NOTE 2 - CONCENTRATIONS
-----------------------

Major Customers/Vendors

No customer accounted for more than 10% of camera sales for the three or six
months ended June 30, 1997.  One customer accounted for 12% of camera sales for
the three months ended June 30, 1996.  No customer accounted for more than 10%
of camera sales for the six month period ended June 30, 1996.

One customer accounted for $75,000 of contract engineering fees (69% of contract
engineering fees) for the three months ended June 30, 1997, and $75,000 of
contract engineering fees (54% of contract engineering fees) for the six months
ended June 30, 1997.   A different customer accounted for $65,000 of contract
engineering fees (97% of contract engineering fees) for the three months ended
June 30, 1996, and $122,000 of contract engineering fees (92% of contract
engineering fees) for the six months ended June 30, 1996.

Dycam purchased materials from one vendor for $53,000 and from a different
vendor for $510,000, which represented 15% and 57% of all materials purchased
during the three months ended June 30, 1997 and 1996, respectively.
Substantially all of such purchases are related to standard digital camera
products.

                                       7
<PAGE>
 
                                  DYCAM INC.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE 2 - CONCENTRATIONS, continued
----------------------------------

Concentration of Credit Risk

Financial investments which potentially expose the Company to a concentration of
credit risk as defined by Statement of Financial Accounting Standards No. 105,
consist primarily of cash and accounts receivable.  The Company places its cash
with high credit quality institutions but at times has amounts in one
institution in excess of the federally insured limit of $100,000.  Concentration
of credit risk with respect to trade receivables is limited due to the diversity
of the Company's customer base.  Generally, the Company does not require
collateral or other security to support customer receivables.  Management
consistently monitors the financial condition of its customers to reduce the
risk of loss.

NOTE 3 - TRANSACTIONS WITH STYLES
---------------------------------

Note Receivable from Styles on Video Inc.

On December 14, 1994, Dycam loaned to Styles $500,000.  On January 25, 1995,
Dycam loaned an additional $500,000 to Styles.  Styles signed an amended and
restated promissory note dated January 25, 1995 for the full $1,000,000 note,
bearing interest at 2% above a bank's prime rate, interest payable monthly, with
a maturity date of September 1, 1995.  Dycam subsequently extended the maturity
date of the note to December 31, 1998, and fixed the interest rate at 10%.  The
interest is payable monthly.  The Note is secured by a pledge of 1,916,667
shares of the common stock of Dycam owned by Styles.  The note receivable has
been reflected as an offset to stockholders' equity in the accompanying
statements of stockholders' equity due to uncertainty regarding its ultimate
collectability.  As of August 11, 1997 interest payments for the period March
through July of 1997 are past due.  Styles has informed Dycam that it is unable
to satisfy the past due payments and related penalties due under the Note, and
Dycam has notified Styles that a condition of default under the terms of the
Note has occurred.  

Dycam has offset the Note interest receivables with an accrued expense for bad 
debt.

Accounts Receivable From Subsidiary of Styles

None

Revenues

Included in the accompanying June 30, 1997 and 1996 statements of operations
under camera sales and license fees is $71,000 and $45,000, respectively, of
revenues related to camera equipment formerly leased to a subsidiary of Styles
and currently leased to Hasco.

Deferred revenues

Commencing April 1996, Dycam and a subsidiary of Styles entered into an
agreement to defer certain license revenues due Dycam for a period of up to 12
months.  Deferred revenues (net of expenses) in the amount of $221,000 were
received from Forever Yours in June, 1997.

                                       8
<PAGE>
 
                                 DYCAM INC.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE 3 - TRANSACTIONS WITH STYLES, continued
--------------------------------------------

Sale of Forever Yours Inc.


On December 13, 1996, Styles signed a letter of intent to sell substantially all
of the net assets of Forever Yours, the subsidiary of Styles that leases the
cameras.  The buyer is Hasco International ("Hasco"), a competitor of Forever
Yours in the newborn hospital photographic business.  Effective January 31,
1997, Styles executed definitive agreements with the buyer for the sale, which
closed in June, 1997.

At the closing, Forever Yours and Dycam terminated their existing contractual
relationships involving the use of Dycam's cameras, software, and other
supporting goods and services, and Hasco and Dycam entered into a Dycam Master
Agreement (the "Dycam Master Agreement") with respect to the assumption of
Forever Yours' digital camera lease obligations to Dycam, the leasing by Hasco
of additional Dycam digital cameras, and a royalty-free license of certain
digital camera technology by Dycam to Hasco, certain hardware and software
support services to be provided by Dycam for a three-year period commencing on
the closing date and certain additional terms.  Under the Dycam Master
Agreement, Hasco will be required to pay Dycam specified leasehold payments for
leased cameras, a $300,000 fee (payable quarterly over a three-year period) for
the support services, and the cost of certain hardware upgrades.

Styles has agreed to deliver to Hasco an option permitting Hasco to purchase
from shares owned by Styles that number of shares of Dycam common stock equal to
4.9% of the outstanding shares of the common stock of Dycam on the closing date
(approximately 152,921 shares as of June 30, 1997).  The exercise price of this
three year option to be granted to the buyer is $0.25 which is equal to the
average closing price for Dycam common stock during the period from January 31,
1997 through June 13, 1997.



NOTE 4 - PROPERTY AND EQUIPMENT
-------------------------------

Property and equipment at June 30, 1997 consists of the following:

<TABLE>
<CAPTION>
               <S>                                <C>
               Machinery and equipment            $ 293,000
               Camera equipment                     367,000
               Office equipment                     109,000
                                                  ---------
                                                    769,000

               Less:  accumulated depreciation     (419,000)
                                                  ---------

                                                  $ 350,000
                                                  =========
</TABLE>

                                       9
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS


General

     The Company commenced operations in April 1988, and was incorporated in
Delaware in July, 1988.  The Company became a wholly owned subsidiary of Styles
on Video Inc. a publicly traded Delaware corporation (Styles) on February 7,
1994.  Effective September 21, 1994, the Company effected an underwritten Rights
Offering of 1,000,000 shares of its Common Stock.  From and after the close of
the Rights Offering, Styles owned approximately 55% of the Company's common
stock.  Since its inception, the Company's business has been the design,
manufacture and sale of digital cameras and associated hardware and software
products primarily for use with personal computers.  Substantially all of the
Company's revenues are derived from sales of digital cameras and supporting
software and accessory products, technology licensing fees, and contract
engineering work.

     Certain statements made in this Form 10-QSB which are not historic facts
constitute forward looking statements within the meaning of the Securities
Reform Act of 1995.  Such forward looking statements involve risks and
uncertainties and, in some cases, are based upon various factors beyond Dycam's
control.  These risks and uncertainties include, among other things, the ability
of Styles on Video to continue to service its outstanding indebtedness owed to
Dycam, the market reception for digital cameras in general and Dycam's products
specifically, the impact of competition from other companies in the digital
camera industry, developments which may render Dycam's products and services
obsolete or less attractive, Dycam's ability to finance growth from its working
capital, and its ability to obtain third party financing if its working capital
is not sufficient to meet its needs.  Furthermore, Styles on Video and Hasco
International ("Hasco"), have completed a transaction under which substantially
all of the assets of Forever Yours have been purchased by Hasco.  Concurrently
with the closing of this asset purchase transaction, Dycam and Hasco entered
into a 3 year agreement under which Dycam will receive quarterly payments for
continuing camera maintenance and development services, and camera lease
payments from certain leased camera payment obligations assumed by Hasco.
Payment of deferred license fees due Dycam from Forever Yours was satisfied from
the proceeds of the Forever Yours sale.  This transaction and the continuing
agreement with Hasco may result in substantially lower revenues to Dycam than
would have been realized under the original agreements with Forever Yours.

     The Company believes that its existing cash balances, the payments due
under the intercompany loan, payments of the accrued license fees and
receivables from the sale of Forever Yours, and cash flow from operations will
be sufficient to meet its cash requirements through December  1997, after which
time it may be required to raise additional capital.  In addition, to the extent
Dycam experiences growth in the future, or its cash flow from operations is less
than anticipated, Dycam may be required to obtain additional sources of cash.
The ability of the Company to raise additional funds and ultimately achieve
positive operating cash flow is uncertain and, therefore, this raises doubt
about the Company's ability to continue as a going concern. The accompanying
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern and do not include any adjustments that might
result from the outcome of this uncertainty.

Results of Operations

     Three months ended June 30, 1997 compared to the three months ended June
     ------------------------------------------------------------------------
30, 1996
--------

     Total revenues for the three months ended June 30, 1997 were $776,000.
Total revenues increased $106,000 (16%) from revenues of $670,000 for the three
months ended June 30, 1996.  The increase in revenue was primarily associated
with receipt of deferred license fees in the amount of $220,000.  Revenues from
camera sales were $437,000 (56% of total revenue) in the three months ended june
30, 1997 as compared to $601,000 in 1996 (90% of total revenue).  Revenues from
contract engineering were $111,000 (14% of revenue) in the period as compared to
$67,000 (10% of revenue) in the same period of 1996.  $228,000 (29% of revenues)
of license fee revenues were recognized in the period ended June 30, 1997.  No
license fee revenues in the period ended June 30, 1996 were recognized.

                                       10
<PAGE>
 
     Dycam intends to continue to pursue its standard product strategy by
facilitating the use of general purpose digital cameras, and selling a range of
Dycam branded and third party digital cameras products, software, and
accessories to selected targeted markets.  Dycam, however, will continue to
increase its efforts to license its technology to others and expand the custom
product line to exploit opportunities to design products that combine custom
built digital cameras with specialized software, hardware or packaging in order
to satisfy an identified business opportunity.  During 1996, Dycam devoted a
substantial portion of its resources to pursuing custom and contract engineering
business with the goal of generating future sales.  One example of this strategy
is Dycam's former relationship with Forever Yours and continuing relationship
with Hasco International which purchased substantially all of the assets of
Forever Yours.  The core element of the Forever Yours camera system is a
specialized digital camera subsystem engineered and produced by Dycam under an
exclusive contract with Forever Yours.  In addition to the sale of cameras to
Forever Yours, Dycam's arrangement with Forever Yours provided that, in exchange
for certain development and maintenance services, Dycam would receive a 7.5%
royalty on all Forever Yours sales.  Subsequent to the sale of Forever Yours to
Hasco International, such fees have been fixed at $25,000 per quarter for 12
quarters, after which time Dycam's service obligations expire and no further
license fees will be paid by Hasco.  However, Dycam believes arrangements such
as its Forever Yours agreement and the ongoing agreement with Hasco
International may lead to additional contract engineering revenues and custom
camera sales opportunities.

     Gross profits are comprised of revenues less direct costs of products and
services.  Gross profits as a percentage of revenues for the three months ended
June 30, 1997 increased to 47%, compared to 43% in the three months ended June
30, 1996, primarily as a result of the deferred license payments received.
Without the deferred license fee payment, gross profits as a percentage of
revenues would have been approximately 37% for the three months ended June 30,
1997.  Gross margins may continue to remain at lower levels if the Company's
custom products business does not contribute a significant portion to the
Company's revenues or if increased service revenues are not realized.

     Selling, general and administrative expenses consist of administrative
expenses at the Company headquarters, the salaries of corporate officers and
sales personnel, advertising and promotion, accounting, legal and other
professional expenses, rent and occupancy costs.  Selling, general and
administrative expenses decreased $19,000 for the three months ended June 30,
1997 to $294,000 (38% of revenues) from $313,000 (47% of revenues) for the same
period in 1996.  The decrease resulted primarily from decreased Sales and
Marketing expenses.

     Product development and research expenses decreased $19,000 to $120,000
(15% of revenues) in the three months ended June 30, 1997 compared to $139,000
(21% of revenues) in 1996.  This decrease is attributable to reductions in
personnel, and the completion of certain developments of products introduced for
sale in 1996.  The Company believes that continuing research and development is
essential to maintaining its competitive position, and expects to continue to
expend funds in this area.

     Inventories decreased by $171,000 to $223,000 at June 30, 1997 when
compared to December 31, 1996, primarily as a result of continuing sales of
older products, including the Forever Yours camera system, from inventory, and a
write down of the carrying value of that unique inventory associated with the
Forever Yours camera system of $61,000.

     The net loss per common share was ($0.06) for the three months ended June
30, 1997 compared to net loss per common share of ($0.07) for the three months
ended June 30, 1996.

     Six months ended June 30, 1997 compared to the Six months ended June 30,
     ------------------------------------------------------------------------
1996
----

     Revenues are derived from sales of digital cameras and supporting software
and accessory products, technology licensing fees, and contract engineering
work.  Sales during the six month period ended June 30, 1997 were $1,159,000.
Total sales decreased by $356,000 (23%) from $1,515,000 for the period ended
June 30, 1996.  The decrease in revenue was primarily due to decreased sales of
camera equipment, increased competition, lower sales prices, and phase out of
the Model 10-C product as it approaches end of life.

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     Gross profits are comprised of revenues less direct costs of products and
services.  Gross profits as a percentage of revenues increased to 40% in the
first six months of 1997, compared to 39% in the first six months of 1996,
primarily as a result of the increase in license fees revenues due to receipt of
deferred license revenues.  Without receipt of the deferred license fee payment,
gross profits as a percentage of revenues would have decreased to approximately
32% in the first six months of 1997.

     Selling, general, and administrative expenses consist of administrative
expenses at the company's headquarters, the salaries of corporate officers and
sales personnel, advertising and promotion, accounting, legal and other
professional expenses, rent, and other occupancy costs.  Selling, general, and
administrative costs increased by $40,000 for the first six months of 1997 to
$638,000 (55% of revenues) from $598,000 (39% of revenues) for the first six
months of 1996.  The increase resulted primarily from an increase in one time
expenses associated with restructuring the sales and marketing organization of
the company in the first quarter of 1997.  Product development expenses
decreased $55,000 to $243,000 (21% of revenues) for the six month period
compared to $298,000 (20% of revenues) for the same period in 1996.  The
decrease is attributable to reductions in personnel, and the completion of
certain developments of products introduced for sale in 1996.  Depreciation and
amortization costs for the first six months of 1997 were $247,000.

     Net loss per common share was ($0.21) for the first six months of 1997 and
($0.14) for the first six months of 1996.



Liquidity and Capital Resources

     At June 30, 1997, Dycam had cash and short-term investments on hand of
$454,000, a decrease of $136,000 from $590,000 at December 31, 1996.

     Accounts receivable, net of allowance for doubtful accounts, decreased
$19,000 during the six months ended June 30, 1997.

     Camera equipment related to operating leases to Forever Yours, increased by
$19,000 during the six months ended June 30, 1997.  Such camera equipment will
be depreciated over the life of the leases.

     Current liabilities during the three months ended June 30, 1997 increased
by $46,000 to $283,000, primarily as a result of increases in payroll
liabilities of $18,000 and deferred revenues of $17,000.

     Dycam's working capital at June 30, 1997 was $612,000 a decrease of
$412,000 when compared to $1,024,000 at December 31, 1996.  Working capital
decrease was primarily the result of net losses of $641,000.  The current ratio
at June 30, 1997 was 3.2 to 1 compared to 5.3 to 1 at December 31, 1996.

     Dycam does not have any long term indebtedness and does not currently
maintain any credit facilities.

     On December 14, 1994, Dycam loaned to Styles $500,000.  On January 25,
1995, Dycam loaned an additional $500,000 to Styles.  Styles signed an amended
and restated promissory note dated January 25, 1995 for the full $1,000,000
note, bearing interest at 2% above a bank's prime rate, interest payable
monthly, with a maturity date of September 1, 1995.  Dycam subsequently extended
the maturity date of the note to December 31, 1998, and fixed the interest rate
at 10%.  The interest is payable monthly.

   The Note is secured by a pledge of 1,916,667 shares of the common stock of
Dycam owned by Styles.  Interest income of $0 and $25,000 respectively is
included in the accompanying 1997 and 1996 three month statement of operations
related to the Styles loan.  The note receivable has been reflected as an offset
to stockholders' equity in the accompanying statements of stockholders' equity
due to uncertainty regarding its ultimate collectability.  As of August 11, 1997
interest payments for March through July of 1997 are past due. Styles has
informed Dycam that it is unable to satisfy the past due payments and related
penalties due under the Note, and Dycam has notified Styles 

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that a condition of default under the terms of the Note has occurred. Dycam has 
offset the Note interest receivables with an accrued expense for bad debt.

     Since the closing of the Rights Offering, Dycam has expended approximately
$4,800,000 of the moneys raised in that offering, which amount includes the
above-referenced $1,000,000 secured loan to Styles.  Commencing in the second
quarter of 1994, Dycam embarked on a program to market and sell its standard
digital camera products to select markets.  Although Dycam was able to generate
short term increases in sales in these markets, it has determined that a large
market does not currently exist for its standard digital camera systems.
Consequently, during the first quarter of 1995, Dycam decided to de-emphasize
the sale of its internally designed standard products and will, in the future,
concentrate its efforts on custom product development, value added distribution
of standard digital cameras produced by others for Dycam, and cooperative
ventures.  These cooperative ventures include Dycam's ongoing relationship with
Hasco International and its past relationship with Forever Yours Inc., for whom
Dycam has developed a digital imaging system designed for taking photographs of
newborn infants.

     Dycam anticipates that its operating and research and development
activities in fiscal 1997 will continue to use cash and expects that its cash
balance in fiscal 1997 will continue to decline.  However, Dycam believes that
its existing cash balances and cash flow from operations will be sufficient to
meet its cash requirements through December 1997, after which time it may be
required to raise additional capital.  In addition, to the extent Dycam
experiences growth in the future, or its cash flow from operations is less than
anticipated, Dycam may be required to obtain additional sources of cash.  The
ability of the Company to raise additional funds and ultimately achieve positive
operating cash flow is uncertain and, therefore, this raises doubt about the
Company's ability to continue as a going concern. The accompanying consolidated
financial statements have been prepared assuming that the Company will continue
as a going concern and do not include any adjustments that might result from the
outcome of this uncertainty.

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<PAGE>
 
                                   DYCAM INC.



                                   SIGNATURES



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



                                        Dycam Inc.



August 14, 1997                         By: John Edling




                                        /s/ John Edling
                                        ---------------------------
                                        John Edling, President
                                        and Chief Financial Officer

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