SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB





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

                     For the period ended February 28, 1997

                         Commission File Number 0-27944


                          PRIDE AUTOMOTIVE GROUP, INC.
             (Exact name of registrant as specified in its charter)

Delaware                                    98-0157860
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


    Pride House, Watford Metro Centre, Tolpits Lane, Watford, England WD1 8SB
               (Address of principal executive offices) (Zip Code)

                                 (800) 698-6590
                (Issuer's telephone number, including area code)




     Indicate by (X) whether 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 and (2) has been subject to such filing requirements for the
past 90 days. YES X NO

     Common Stock, $.001 par value.  2,812,500 shares outstanding as of February
28, 1997.


<PAGE>
                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES


                                      INDEX
                                                                         Page(s)

PART I. Financial Information:

ITEM 1. Financial Statements

Consolidated Condensed Balance Sheets - February 28, 1997
(Unaudited) and3.ovember 30, 1996                                          3.

Consolidated Condensed Statements of Operations (Unaudited) 
Three Months Ended February 28, 1997 and February 29, 1996                 4.

Consolidated Condensed Statements of Cash Flows (Unaudited)
Three Months Ended February 28, 1997 and February 29, 1996                 5.

Notes to Interim Consolidated Condensed Financial Statements (Unaudited)   6.


ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations                                                      9.


PART II. Other Information                                                 12.


SIGNATURES                                                                 13.

EXHIBITS: Exhibit 11 - Earnings (Loss) Per Share                           14.

Exhibit 27 - Financial Data Schedule                                       15.

                                                                        
 Page 2.

<PAGE>



      PART 1.  Financial Information
      ITEM 1.  Financial Statements

                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                   - ASSETS -

                                                            February 28,        November 30,
                                                            1997                1996
                                                            (unaudited)

ASSETS:
<S>                                                         <C>                 <C>      
Cash and cash equivalents                                   $ 26,244            $ 250,699
Accounts receivable                                         1,891,598           2,022,011
Inventories                                                 1,298,916           1,022,655
Property, revenue producing vehicles and equipment - 
 net (Note 2)                                               19,866,127          18,681,638
Intangible assets - net (Note 3)                            11,494,187          11,712,578

TOTAL ASSETS                                                $34,577,072         $33,689,581


                    - LIABILITIES AND SHAREHOLDERS' EQUITY -

LIABILITIES (Note 4):
Bank overdraft line of credit                               $ 3,735,283         $ 2,964,465
Accounts payable                                            1,152,057           624,953
Accrued liabilities and expenses                            314,213             490,915
Bank debt                                                   1,726,692           1,002,571
Obligations under hire purchase contracts                   11,645,767          11,034,951
Other loans - acquisition                                   4,156,000           5,098,470
Other liabilities                                           35,939              33,560

TOTAL LIABILITIES                                           22,765,951          21,249,885

MINORITY INTERESTS                                          295,759             -

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (Note 5):
Preferred stock, $.01 par value, 2,000,000 shares authorized,
none issued or outstanding                                  -                   -
Common stock, $.001 par value, 10,000,000 shares authorized;
2,812,500 and 2,652,500 shares issued and outstanding at
February 28, 1997 and November 30, 1996                     2,813               2,653
Additional paid-in capital                                  13,565,190          14,026,758
Retained earnings (deficit)                                 (1,868,476)         (1,456,963)
Foreign currency translation                                (184,165)           (132,752)

TOTAL SHAREHOLDERS' EQUITY                                  11,515,362          12,439,696

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $34,577,072        
$33,689,581

</TABLE>

        See notes to interim consolidated condensed financial statements

                                                                         
 Page 3.

<PAGE>
                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                      For the Three Months Ended
                                                                      February 28,        February 29,
                                                                      1997                1996

REVENUE:
<S>                                                                   <C>                 <C>       
Contract hire income                                                  $1,652,484          $1,060,979
Sale of contract hire vehicles                                        1,731,816           1,140,384
Sale of vehicles - AC Cars (Note 1)                                   202,563             -
Fleet management and other income                                     207,420             186,051

                                                                      3,794,283           2,387,414

EXPENSES:
Cost of sales - contract hire                                         2,843,212           1,701,592
Cost of sales - AC Cars 144,022 -
General and administrative expenses - contract hire                   376,027             402,734
General and administrative expenses - AC Cars                         543,238             -
Amortization of intangible assets - contract hire                     157,680             157,680
Amortization of intangible assets - AC Cars                           10,319              -
Interest expenses and other - contract hire                           279,311             207,336
Interest expenses and other - AC Cars                                 78,382              -
                                                       
                                                                      4,432,191           2,469,342

LOSS BEFORE MINORITY INTERESTS                                        (637,908)          
(81,928)

Minority interests in net loss of consolidated subsidiaries           226,395             -

LOSS BEFORE PROVISION FOR INCOME TAXES                                (411,513)      
    (81,928)

Provision (credit) for income taxes                                   -                   -

NET LOSS                                                              $ (411,513)         $ (81,928)


LOSS PER COMMON SHARE (Note 6):
Net loss before minority interest                                     $ (.23)             $ (.04)
Minority interest in net loss of subsidiary                           .08                 -
                              
                                                                      $ (.15 )            $ (.04)

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (Note 6)                                           2,759,167          
2,060,000


</TABLE>


        See notes to interim consolidated condensed financial statements


                                                                             
 Page 4.

<PAGE>
                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                      For the Three Months Ended
                                                                      February 28,        February 29,
                                                                      1997                1996


CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                   <C>                 <C>       
Net loss                                                              $ (411,513)         $ (81,928)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Minority interest in ne                                               (226,395)           -
Depreciation and amorti                                               837,328             581,974
Amortization of goodwil1                                              148,683             156,655
(Gain)loss on disposal of fixed assets                                (28,470)            13,792
Provision for maintenan                                               -                   (14,651)
Foreign currency transl                                               276,330             1,025
Changes in assets and liabilities:
Decrease in accounts receivable                                       130,413             258,693
(Increase) in inventories                                             (276,261)           (195,756)
Increase in accounts payable, accrued expenses and other liabilities  352,781             248,062

Net cash provided from operating activities                           802,896             967,866

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of revenue producing assets                                  (2,918,307)         (1,133,500)
Proceeds from sale of fixed assets                                    517,139             221,135

Net cash (utilized) by                                                (2,401,168)         (912,365)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from bank lines of credit                                770,818             1,567
Proceeds from sale of common stock and warrants                       80,900              120,000
Costs associated with initial public offering                         (2,038)             -
Loans repaid to directors                                             -                   (6,634)
Principal payments of long-term debt                                  (6,679)             (18,294)
Payment of acquisition debt                                           (80,000)            -
Proceeds from hire purchase contract funding                          3,701,474           1,323,788
Principal repayments of hire purchase contract funding                (3,090,658)        
(1,464,676)
Net cash provided (utilized) by financing activiti                    1,373,817           (44,249)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                 
(224,455)           11,252

Cash and cash equivalents, beginning of year                          250,699             3,377


CASH AND CASH EQUIVALENTS, END OF PERIOD                              $ 26,244    
       $ 14,629

</TABLE>





See notes to interim consolidated condensed financial statements


Page 5.

<PAGE>
                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



     NOTE  1 -  DESCRIPTION  OF  COMPANY:  Pride  Automotive  Group,  Inc.  (the
"Company") was incorporated in the State of Delaware in March 1995.  Pursuant to
the terms and conditions of a  reorganization  in March 1995, the Company issued
1,500,000 shares of its common stock to Pride,  Inc. (an entity  incorporated in
the State of Delaware),  thereby making the Company a majority owned  subsidiary
of Pride, Inc., in exchange for all of the issued and outstanding shares held by
Pride, Inc. of Pride Management  Services,  Plc., (PMS) a consolidated  group of
operating companies located in the United Kingdom. The PMS companies are engaged
in the leasing of motor vehicles primarily on contract hire to local authorities
and select corporate customers  throughout the United Kingdom.  This exchange of
stock  resulted in PMS becoming a wholly owned  subsidiary  of the Company.  The
Company,  its  subsidiary  PMS,  and PMS's  subsidiaries  are referred to as the
"Company" unless the context otherwise requires.  The accompanying  consolidated
financial  statements are based on the assumption  that the Company and PMS were
combined  for all  periods  presented,  in a manner  similar  to the  pooling of
interests method of accounting.
                                                               
     On November 29, 1996, the Company,  through its newly formed majority owned
subsidiary,  AC Automotive  Group Inc., and its  wholly-owned  subsidiary AC Car
Group Limited  (registered in the United Kingdom),  completed the acquisition of
certain  assets of AC Cars Limited and  Autocraft  Limited.  These two companies
were engaged in the manufacture and sale of speciality automobiles. The purchase
price of  approximately  $6,067,000  was financed with the proceeds of a private
offering of the Company's common stock and by loans.
                                                                           
     The accounting  policies followed by the Company are set forth in Note 2 to
the Company's consolidated financial statements included in its Annual report on
Form 10-KSB for the year ended November 30, 1996 which is incorporated herein by
reference.  Specific  reference is made to this report for a description  of the
Company's securities and the notes to consolidated financial statements included
therein.
                                                                           
     In  the  opinion  of  management,   the  accompanying   unaudited   interim
consolidated  condensed financial statements of Pride Automotive Group, Inc. and
its wholly  owned  subsidiaries,  contain all  adjustments  necessary to present
fairly the Company's  financial position as of February 28, 1997 and the results
of its  operations and cash flows for the three month periods ended February 28,
1997 and February 29, 1996.

                                                                             
     The results of  operations  for the three month period  ended  February 28,
1997 are not  necessarily  indicative of the results to be expected for the full
year.



     Page 6.

<PAGE>
                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
                          NOTES TO INTERIM CONSOLIDATED
                   CONDENSED FINANCIAL STATEMENTS (Unaudited)



NOTE 2 - FIXED ASSETS:

     Fixed assets consists of the following:

                                   February 28,             November 30,
                                   1997                     1996

Building and improvements          $ 1,719,415              $ 1,719,415
Revenue producing vehicles          18,835,804              17,282,095
Furniture, fixtures and machinery  2,301,842                2,247,430
Aircraft                           1,331,493                1,331,493

                                   24,188,554               22,580,433
Less: accumulated depreciation     4,322,427                3,898,795
------------- ------------
                                   $19,866,127              $18,681,638


NOTE 3 - INTANGIBLE ASSETS:

                                                                             
     Intangible  assets consist of goodwill  which arose in connection  with the
acquisition  of certain  subsidiaries  of PMS and brand names  arising  from the
acquisition of AC Car Group.  Goodwill is being  amortized over a period of 10 -
20 years on a straight-line basis. Brand names are being amortized over 40 years
on a straight line basis.  Accumulated  amortization as of February 28, 1997 and
November 30, 1996 aggregated $3,148,306 and $2,990,626, respectively.
                                                                            
     The Company periodically reviews the valuation and amortization of goodwill
to determine  possible  impairment by evaluating events and  circumstances  that
might indicate an inability to recover the carrying  amount.  Such evaluation is
based on various analyses,  including  profitability  projections and cash flows
that incorporate the impact on existing Company business.


NOTE 4 - LIABILITIES:

     Included  in  liabilities  as of  February  28,  1997,  are  amounts in the
aggregate of $12,589,097  which are not due and payable until after February 28,
1998. This amount consists of amounts due to trade creditors,  loans payable and
equipment notes payable.


NOTE 5 - COMMON STOCK/INITIAL PUBLIC OFFERING:

     In December  1995,  the  Company  completed  a private  placement  offering
selling 20 units,  each unit  consisting of 25,000  shares of common  stock,  at
$6,000 per unit for aggregate gross proceeds of $120,000.

     In April  1996,  the  Company  successfully  completed  an  initial  public
offering of its common  stock.  The Company sold 592,500  shares of common stock
(including the  underwriter's  over allotment) at a price of $5.00 per share and
2,000,000  redeemable  common  stock  purchase  warrants  at a price of $.10 per
warrant for aggregate  net proceeds of  $2,280,294.  Each common stock  purchase
warrant entitles the holder to purchase one share of common stock at an exercise
price of $5.75.

     Page 7.

<PAGE>

                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



NOTE 5 - COMMON STOCK/INITIAL PUBLIC OFFERING (Continued):

     In December  1996, the Company  completed a private  placement of 16 units,
each unit  consisting  of a 10%  promissory  note in the amount of  $95,000  and
10,000 shares of the Company's  common stock for an aggregate  price of $100,000
per unit.


NOTE 6 - EARNINGS (LOSS) PER SHARE:

     Earnings  (loss) per share are  computed  based upon the  weighted  average
shares and common equivalent shares outstanding. The shares issued in connection
with the  reorganization  (see Note 1),  and shares  issued at values  below the
price at which shares were sold in the Company's  initial  public  offering (see
Note  5)  have  been  treated  as  outstanding  for all  periods  presented,  in
accordance with the guidelines of the Securities and Exchange Commission.

     Page 8.

<PAGE>

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

     Pride Automotive Group, Inc., (the "Company") was incorporated in the State
of  Delaware  in  March  1995.  Pursuant  to  the  terms  and  conditions  of  a
reorganization  agreement  entered  into  in  March  1995,  the  Company  issued
1,500,000 shares of its common stock to Pride,  Inc. (an entity  incorporated in
the State of Delaware), in exchange for all the issued and outstanding shares of
PMS,  thereby making the Company a majority owned  subsidiary of Pride and PMS a
wholly-owned  subsidiary  of the  Company.  PMS is the holding  company for nine
wholly-owned subsidiaries, operating as one unit, located in the United Kingdom.
PMS and its  wholly-owned  subsidiaries  are  located in the United  Kingdom and
follow  generally  accepted  accounting  principles in the United  Kingdom.  For
purposes of the consolidated financial statements of the Company, the statements
have been  converted to the  generally  accepted  accounting  principles  in the
United States.

     Pride, the Company's parent, is an entity reporting under the Exchange Act,
and its reports may be obtained and reviewed by either contacting the Company or
the Securities and Exchange Commission.  Pride, Inc. on its own has virtually no
operations.  As such,  its financial  viability is  represented by the financial
statements of the Company.  Pride was incorporated as L.H.M.  Corp. in the State
of  Delaware  on May 10,  1988 as a "blank  check"  company,  for the purpose of
seeking  potential  business  ventures through  acquisitions or merger. In April
1990, L.H.M.  Corp.  entered into an Agreement and Plan of  Reorganization  with
International  Sportsfest,  Inc.  ("ISI"),  a  company  formed  to engage in and
establish  sports  expositions  in  sports  merchandise  such  as  clothing  and
equipment.  ISI never engaged in any business  operations.  In January 1994, ISI
entered  into an  Agreement  and Plan of  Reorganization  with PMS,  whereby PMS
became a wholly-owned subsidiary of ISI and ISI changed its name to Pride, Inc.

     In December  1995,  Pride  Automotive  Group,  Inc.  consummated  a private
placement  offering  of  common  stock of  500,000  shares,  which  reduced  the
Company's  ownership  interest to 72.8%. In April 1996, Pride Automotive  Group,
Inc.  completed an initial public  offering of 592,500 shares of common stock at
$5.00 per share and  2,000,000  redeemable  common stock  warrants at a price of
$.10 each.  The effect of the  offering  was to reduce the  Company's  ownership
interest to 56.55%.

     On November 29, 1996, the Company,  through its newly formed majority owned
subsidiary,  AC Automotive  Group Inc., and its  wholly-owned  subsidiary AC Car
Group Limited  (registered in the United Kingdom),  completed the acquisition of
certain  assets of AC Cars Limited and  Autocraft  Limited.  These two companies
were engaged in the manufacture and sale of speciality automobiles. The purchase
price of  approximately  $6,067,000  was financed with the proceeds of a private
offering of the Company's common stock and by loans.

     The  financial  information  presented  herein  include:  (i)  Consolidated
Condensed  Balance  Sheets as of February 28, 1997 and  November 30, 1996;  (ii)
Consolidated  Condensed  Statements  of  Operations  for the Three Month Periods
Ended February 28, 1997 and February 29, 1996 and (iii)  Consolidated  Condensed
Statements of Cash Flows for the Three Month Periods Ended February 28, 1997 and
February 29, 1996.


                                                                              
 Page 9.

<PAGE>



     Results of Operations

     Contract Hire/Fleet Management:

     Revenues  increased by $1,204,306  or 50%, when  comparing the three months
ended February 29, 1996 to the three months ended February 28, 1997. The primary
reason for this  increase was due to an increase in revenues  from contract hire
income, sales of vehicles at lease maturity, and an increase in fleet management
income.

     Cost of sales  increased  both in dollars  and as a percent of sales,  when
comparing  the three  months  ended  February 29, 1996 to the three months ended
February 28, 1997.  These costs  increased by $1,141,620 or 67%. As a percent of
sales, cost of sales were 79% versus 71% for the respective periods for 1997 and
1996.   Management   believes  that  the  increase  was  primarily  due  to  the
continuation  of the more prudent  approach to estimating the residual values of
vehicles,  thereby  increasing  the  depreciation  expense and cost of sales and
reducing the residual value risk.

     General and administration expenses decreased by $26,707 when comparing the
three  months ended  February  29, 1996 to the three  months ended  February 28,
1997. As a percent of sales,  these  expenses  represent 10% of revenues for the
period ended  February 28, 1997 compared with 17% for the period ended  February
29, 1996.

     Interest  expense  increased by $71,975 or 35%,  when  comparing  the three
month  period ended  February  28, 1997 to the three  months ended  February 29,
1996.  Management  attributes this increase to the higher volume of borrowing on
hire purchases as result of increased business.


AC Cars - New Vehicles:

     The Company,  on November 29, 1996, through its newly formed majority owned
subsidiary,  AC Automotive  Group,  Inc. and its wholly-owned  subsidiary AC Car
Group  Limited,  completed the  acquisition of certain assets of AC Cars Limited
and Autokraft  Limited.  These two companies are engaged in the  manufacture and
sale of sports  cars  among  which the famous AC Cobra  sells for  approximately
$100,000.

     The Company  acquired the business out of  administrative  receivership and
for the  first  quarter  has  devoted  most  of its  resources  to  resurrecting
operations.  This has  involved  the  upgrading  of  production  facilities  and
equipment,  appointing  new  dealerships,  installing  systems and  controls and
appointing new management where  necessary.  New dealerships have been set up in
the United Kingdom and a distributor has been appointed in Australia.

     The Company  has also  embarked on a program to bring the new AC Ace Sports
car into  production  in the last  quarter of 1997.  For the three month  period
ended  February  28, 1997,  the  operations  reported a loss of $573,398,  after
amortization of intangibles.  Revenues, for the three month period,  amounted to
$202,563, with costs of sales amounting to $144,022.  General and administration
expenses and interest amounted to $543,238 and $78,382, respectively.


                Consolidated:

     For the three  months ended  February  28, 1997 and February 29, 1996,  the
Company  reported,  prior to amortization of goodwill,  write-off of acquisition
costs and minority interests, a loss from operations of $469,909 and a profit of
$75,752  respectively.  Of the overall  loss of  $469,909  in 1997,  $563,079 is
attributable to AC Cars (prior to  amortization of intangibles)  amd a profit of
$93,170 is attributable to Pride.

                                                                               
 Page 10.

     <PAGE> 
Liquidity and Capital Resources

     In December  1996, the Company  completed a private  placement of 16 units,
each unit  consisting  of a 10%  promissory  note in the amount of  $95,000  and
10,000 shares of the Company's  common stock for an aggregate  price of $100,000
per unit.  The proceeds have been used to satisfy a portion of the debt owed for
the acquisition of AC Car Group Limited.

     The  Company  acquires  new  vehicles  as  required.  There are no material
planned capital expenditures at the present time. Page 11.

<PAGE>

                          Part II - Other Information

ITEM 1.  Legal Proceedings.  None.

ITEM 2.  Changes in Securities.  None.

ITEM 3.  Defaults Upon Senior Securities.  None.

ITEM 4.  Submission of Matters to a Vote.  None.

ITEM 5.  Other Information.  None.

ITEM 6.  Exhibit and Reports on Form 8-k.

            (a)  Exhibit 27 Financial Data Schedule.

            (b)  None.




<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


Dated:   April 17, 1997

Pride Automotive Group, Inc.
by: \s\ Alan Lubinsky
Alan Lubinsky
<PAGE>

                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
                                   EXHIBIT 11
                    COMPUTATION OF EARNINGS PER COMMON SHARE
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                            For the Three Months Ended
                                                            February 28,    February 29,
                                                            1997            1996
<S>                                                         <C>             <C>
LOSS BEFORE MINORITY INTERESTS                              $(637,908)      $ (81,928)

Minority interests in net loss of 
 consolidated subsidiaries                                  226,395         -

LOSS BEFORE PROVISION FOR 
 INCOME TAXES                                               (411,513)       (81,928)

Provision (credit) for income taxes                         -               -


NET LOSS                                                    $(411,513)      $(81,928)

LOSS PER COMMON SHARE:
Net loss before minority interest                           $  (.23)        $ (.04)
Minority interest in net loss of subsidiary                 .08             -
 
                                                            $ (.15 )        $ (.04)

WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                                         2,759,167       2,060,000
</TABLE>                                                                      
                                              - Exhibit 11 -

                                                                            
                                                   Page 14.

<PAGE>