SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A





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

                        For the period ended May 31, 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.  2,837,600 shares outstanding as of May 31,
1997.


<PAGE>
                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES


                                      INDEX


<TABLE>
<CAPTION>

                                                                                          Page(s)
<S>                                                                                       <C>
     PART I. Financial  Information:  ITEM 1. Financial Statements  Consolidated
Condensed Balance Sheets - May 31, 1997 (Unaudited) and November 30, 1996                 3.

     Consolidated Condensed Statements of Operations (Unaudited) - Six and Three
Months Ended May 31, 1997 and 1996                                                        4.

     Consolidated  Condensed  Statements of Cash Flows  (Unaudited) - Six Months
Ended May 31, 1997 and 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                                                           13.


     SIGNATURES                                                                           14.


     EXHIBITS: Exhibit 11 - Earnings (Loss) Per Share                                     15.

               Exhibit 27 - Financial Data Schedule                                       16.
</TABLE>


<PAGE>
PART 1.  Financial Information
ITEM 1.  Financial Statements

                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                   - ASSETS -
<TABLE>
<CAPTION>

                                                                                                        May 31,         November 30,
                                                                                                        1997            1996
                                                                                                        (unaudited)     (As restated
                                                                                                                        see Note 1)

ASSETS:
<S>                                                                                                     <C>             <C>      
 Cash and cash equivalents .............................................................................$     12,675    $ 250,699
 Accounts receivable ...................................................................................1,688,366       2,022,011
 Inventories ...........................................................................................1,631,786       1,022,655
 Property, revenue producing vehicles and equipment - net (Note 2) .....................................24,670,809      20,671,854
 Intangible assets - net (Note 3) ......................................................................9,406,622       9,722,363
                                                                                                        ------------    ------------

TOTAL ASSETS                                                                                             $37,410,258    $ 33,689,582
                                                                                                        ============    ============

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -
LIABILITIES  (Note 4):
 Bank overdraft line of credit .........................................................................$  5,288,035    $  2,964,465
 Accounts payable ......................................................................................1,508,852         624,953
 Accrued liabilities and expenses ......................................................................488,519         490,915
 Bank debt .............................................................................................995,281         1,002,571
 Obligations under hire purchase contracts .............................................................14,187,097      11,034,951
 Other loans - acquisition (Note 5) ....................................................................4,247,500       5,098,470
 Other liabilities .....................................................................................--              33,560
                                                                                                        ------------    ------------

TOTAL LIABILITIES ......................................................................................26,715,284      21,249,885
                                                                                                        ------------    ------------

MINORITY INTERESTS (Note 1) ............................................................................82,320          482,486
                                                                                                        ------------    ------------

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;
2,837,600 and 2,652,500 shares issued and outstanding at May 31,
1997 and November 30, 1996, respectively .......................                                         2,838 2,653
Additional paid-in capital ...............................................................               13,453,407     13,487,388
Retained earnings (deficit) ..............................................................               (2,324,496)    (1,402,587)
Foreign currency translation ...............................................................             (519,095)      (130,243)
------------ ------------

TOTAL SHAREHOLDERS' EQUITY ..............................................................................10,612,654     11,957,211
                                                                                                         ----------    ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ............................................................  $37,410,258    $33,689,582
                                                                                                         ===========    ============
</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 Six Months            For the Three Months
                                                                  Ended May 31,                Ended May 31,
                                                      --------------------------------- -----------------------
                                                          1997           1996         1997          1996
                                                      ----------------   ------------ ------------- --------

REVENUE:
<S>                                                   <C>            <C>             <C>            <C>       
Contract hire income ..............................   $ 3,525,059    $ 2,258,438     $1,872,575     $1,197,459
Sale of contract hire vehicles ....................     3,716,495      2,496,380      1,984,679      1,355,996
Sale of vehicles  - AC Cars (Note 1) ..............       516,506           --          313,943          -
Fleet management and other income - contract hire .       409,828        423,975        303,408        237,924
Other income - AC Cars ............................        87,714           --           45,714           --
                                                                     -----------    -----------    -----------
                                                        8,255,602      5,178,793      4,520,319      2,791,379
                                                      -----------    -----------    -----------    -----------

EXPENSES:
Cost of sales - contract hire .....................     4,295,023      2,702,151      2,268,866      1,582,533
Cost of sales - AC Cars ...........................       441,972           --          269,794          -
Depreciation - contract hire ......................     1,664,894      1,226,317        847,840        644,343
Depreciation - AC Cars ............................       218,558           --          109,289          -
General and administrative expenses - contract hire       739,996        662,139        363,969        259,405
General and administrative expenses - AC Cars .....       776,457           --          397,342           --
Amortization of intangible assets - contract hire .       315,360        315,360        157,680        157,680
Amortization of intangible assets - AC Cars .......         1,232           --              616           --
Interest expenses and other - contract hire .......       624,310        459,123        344,999        251,787
Interest expenses and other - AC Cars .............       185,964           --          107,582           --
Research and development costs - AC Cars ..........       313,922           --          232,010           --
                                                                     -----------    -----------    -----------
                                                        9,577,688      5,365,090      5,099,987      2,895,748
                                                      -----------    -----------    -----------    -----------

LOSS BEFORE MINORITY INTERESTS ....................    (1,322,086)      (186,297)      (579,668)      (104,369)

Minority interests in net loss of consolidated
       subsidiaries ...............................       400,166           --          227,093           --
                                                                     -----------    -----------    -----------

LOSS BEFORE PROVISION FOR INCOME
TAXES .............................................      (921,920)      (186,297)      (352,575)      (104,369)

Provision (credit) for income taxes ...............          --             --             --             --
                                                       -----------    -----------    -----------

NET LOSS ..........................................   $  (921,920)   $  (186,297)   $  (352,575)   $  (104,369)
                                                      ===========    ===========    ===========    ===========


LOSS PER COMMON SHARE (Note 6):
Net loss before minority interest .................   $      (.47)   $      (.09)   $      (.20)   $      (.05)
Minority interest in net loss of subsidiary .......           .14           --              .08           --
                                                      -----------    -----------    -----------    -----------
                                                      $      (.33)   $      (.09)   $      (.12)   $      (.05)
                                                      ===========    ===========    ===========    ===========
WEIGHTED AVERAGE NUMBER OF COMMON
               SHARES OUTSTANDING (Note 6) ........     2,790,016      2,163,519       2,820,866      2,266,087
                                                       ===========    ===========    ===========    ===========
</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 Six Months Ended
                                                                                              May 31,
                                                                                        1997        1996
                                                                                        ---------------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                     <C>         <C>         
   Net loss   ....................................................................      $(921,920)   $(186,297)
   Adjustments to reconcile net loss to net cash provided by operating activities:
     Minority interest in net loss of subsidiary .................................      (400,166)          --
     Depreciation and amortization ...............................................     1,904,595      1,246,229
     Amortization of goodwill ....................................................       295,449        295,449
     (Gain) on disposal of fixed assets ..........................................      (168,710)        (9,532)
     Provision for maintenance costs .............................................          --           23,691
  Changes in assets and liabilities:
Decrease (increase) in accounts receivable .......................................       341,221        (81,644)
(Increase) in inventories                                                               (609,131)      (106,292)
Increase (decrease) in accounts payable, accrued expenses and other liabilities ..       850,217     (1,162,253)
                                                                                     -----------    -----------
Net cash provided from operating activities ......................................     1,291,555         19,351
                                                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of revenue producing assets ...........................................    (6,781,178)    (3,207,506)
  Proceeds from sale of fixed assets .............................................     1,030,421        570,037
                                                                                     -----------    -----------
Net cash (utilized) by investing activities ......................................    (5,750,757)    (2,637,469)
                                                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from bank lines of credit .........................................     2,323,570        467,809
  Proceeds from sale of common stock and warrants ................................        92,500      3,282,500
  Costs associated with stock/debt offerings .....................................      (126,296)      (882,206)
  Loans repaid to directors ......................................................          --         (123,668)
  Principal payments of long-term debt ...........................................        (7,290)       (42,436)
  Payment of acquisition debt ....................................................      (824,600)          --
  Proceeds from hire purchase contract funding ...................................     9,079,975      3,795,711
  Principal repayments of hire purchase contract funding .........................    (5,927,829)    (3,448,679)
                                                                                     -----------    -----------
Net cash provided by financing activities ........................................     4,610,030      3,049,031
                                                                                     -----------    -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH ..........................................      (388,852)        25,366
                                                                                     -----------    -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                    (238,024) ......456,279

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

CASH AND CASH EQUIVALENTS, END OF PERIOD $ .......................................        12,675    $   459,656
                                                                                     ===========    ===========

</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.

                On November 29, 1996,  the  Company,  through its newly  formed,
                70%,  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  specialty
                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.  Fixed assets recorded as a
                result of this acquisition aggregated $3,038,182. In April 1997,
                the Company,  through the services of an independent third-party
                expert,  determined that the value of such fixed assets acquired
                was actually $6,643,365 at the date of acquisition. A portion of
                this  increase  ($1,990,215)  was  previously  reflected  as  an
                intangible asset, which has now been  reclassified.  The balance
                of the increase of  $1,614,968,  recorded as negative  goodwill,
                has been offset against non-current assets acquired. The balance
                sheet as of  November  30, 1996 (year end)  included  herein has
                therefore been restated to reflect this  corrected  valuation as
                follows:  Fixed  Assets has been  increased  by  $1,990,215  and
                Intangible  Assets has been reduced by  $1,990,215.  In addition
                financial  statements  for the year ended November 30, 1996 have
                been  restated  to  correct  an error in the method by which the
                Company was reflecting the minority shareholders' interest in AC
                Automotive  Group,  Inc. The effect of this  restatement  was to
                increase the minority interest liability and decrease additional
                paid-in  capital  as of  November  30,  1996  in the  amount  of
                $482,486.  The Company has filed an amended Form 10-KSB and this
                Form 10-QSB/A  with the  Securities  and Exchange  Commission to
                reflect such restatements.

                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.


                                     Page 6.

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


NOTE   1  - DESCRIPTION OF COMPANY (Continued):

                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 May 31,  1997 and the  results of its  operations
                for the six and three month  periods ended May 31, 1997 and 1996
                and its cash flows for the six month  periods ended May 31, 1997
                and 1996.

                The results of  operations  for the six and three month  periods
                ended May 31, 1997 are not necessarily indicative of the results
                to be expected for the full year.


NOTE   2  - FIXED ASSETS:
<TABLE>
<CAPTION>

                Fixed assets consists of the following:

                                                                                    May 31,          November 30,
                                                                                   1997              1996

<S>                                                                            <C>                   <C>         
                Building and improvements                                      $  1,719,415          $  1,719,415
                Revenue producing vehicles                                       22,218,436            17,282,095
                Furniture, fixtures and machinery                                 4,739,322             4,641,388
                Aircraft                                                            927,751               927,751
                                                                             --------------         -------------
                                                                                 29,604,924            24,570,649
                Less: accumulated depreciation                                    4,934,115             3,898,795
                                                                              -------------          ------------
                                                                                $24,670,809           $20,671,854
                                                                                ===========           ===========
</TABLE>

NOTE   3   - INTANGIBLE ASSETS:

                Intangible  assets consist of goodwill which arose in connection
                with the acquisition of certain subsidiaries of PMS. Goodwill is
                being   amortized   over  a  period  of  10  -  20  years  on  a
                straight-line basis. Accumulated amortization as of May 31, 1997
                and  November 30, 1996  aggregated  $3,307,218  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.




                                     Page 7.

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



NOTE   4   - LIABILITIES:

                Included in  liabilities  as of May 31, 1997, are amounts in the
                aggregate  of  $13,140,301  which are not due and payable  until
                after May 31, 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.

                In 1997,  the Company  completed a private  placement  of 18 1/2
                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 notes are
                payable on the earlier of 18 months from the date of issuance or
                a closing of an  underwritten  public  offering of the Company's
                (or any of its subsidiaries) securities.


NOTE   6   -    EARNINGS (LOSS) PER SHARE:

                Earnings  (loss) per share are computed  based upon the weighted
                average shares and common equivalent shares outstanding.  Common
                stock  equivalents have been excluded from the computation since
                the  results  would  be  anti-dilutive.  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.

                In February  1997,  the  Financial  Accounting  Standards  Board
                issued  Statement  No. 128  "Earnings  Per Share"  ("SFAS 128"),
                which  changes the method for  calculating  earnings  per share.
                SFAS 128  requires  the  presentation  of "basic" and  "diluted"
                earnings per share on the face of the income statement. SFAS 128
                is effective  for financial  statements  for periods ended after
                December 15, 1997.  The Company will adopt SFAS 128 for the year
                ended November 30, 1997, and accordingly  restate prior periods,
                as early  adoption is not  permitted.  Statement  No. 128 is not
                expected to materially  differ from primary  earnings (loss) per
                share as reported in Exhibit 11 in the Company's  quarterly Form
                10-QSB.

                                     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 Inc. ("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  Pride'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 Pride's
                ownership interest to 56.55%.

                On November 29, 1996,  the  Company,  through its newly  formed,
                70%,  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  specialty
                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.  Fixed assets recorded as a
                result of this acquisition aggregated $3,038,182. In April 1997,
                the Company,  through the services of an independent third-party
                expert,  determined that the value of such fixed assets acquired
                was actually $6,643,365 at the date of acquisition. A portion of
                this  increase  ($1,990,215)  was  previously  reflected  as  an
                intangible asset, which has now been  reclassified.  The balance
                of the increase of  $1,614,968,  recorded as negative  goodwill,
                has been offset against non-current assets acquired. The balance
                sheet as of  November  30, 1996 (year end)  included  herein has
                therefore been restated to reflect this  corrected  valuation as
                follows:  Fixed  Assets has been  increased  by  $1,990,215  and
                Intangible  Assets has been reduced by  $1,990,215.  In addition
                financial  statements  for the year ended November 30, 1996 have
                been  restated  to  correct  an error in the method by which the
                Company was reflecting the minority shareholders' interest in AC
                Automotive  Group,  Inc. The effect of this  restatement  was to
                increase the minority interest liability and decrease additional
                paid-in  capital  as of  November  30,  1996  in the  amount  of
                $482,486.  The Company has filed an amended Form 10-KSB and this
                Form 10-QSB/A  with the  Securities  and Exchange  Commission to
                reflect such restatements.

                The  financial   information   presented  herein  include:   (i)
                Consolidated  Condensed  Balance  Sheets as of May 31,  1997 and
                November 30, 1996 (as  restated);  (ii)  Consolidated  Condensed
                Statements of

                                     Page 9.

<PAGE>
                Operations  for the Six and Three  Month  Periods  Ended May 31,
                1997 and 1996 and (iii)  Consolidated  Condensed  Statements  of
                Cash  Flows for the Six  Month  Periods  Ended May 31,  1997 and
                1996.

                Results of Operations

                Contract Hire/Fleet Management:

                Revenues increased by $1,369,283 when comparing the three months
                period May 31, 1997 to the three months ended May 31, 1996.  The
                primary  reason for the 49%  increase  was due to an increase in
                revenues from contract hire,  sale of vehicles at lease maturity
                and the selling of vehicles at low margins to take  advantage of
                dealer  bonuses.  During this  period,  128 new  contracts  were
                written at an average  rental of $608 per  vehicle as against 85
                contracts  in the  corresponding  period  in 1996 at an  average
                rental of $512 per  vehicle.  During this  quarter,  20 vehicles
                were  disposed  of on  termination  of  contracts  at an average
                profit of $3,275 per  vehicle.  During the same quarter in 1996,
                30 vehicles were disposed of at an average  profit of $2,910 per
                vehicle.

                For the six month  period May 31,  1997,  revenues  increased by
                $2,472,589 or 48%, when compared to the same period in 1996. The
                primary  reason  for this  increase  was due to an  increase  in
                revenues from contract hire,  sale of vehicles at lease maturity
                and the selling of vehicles at low margins to take  advantage of
                dealer  bonuses.  During this  period,  245 new  contracts  were
                written at an average  rental of $566 per vehicle as against 126
                contracts  in the  corresponding  period  in 1996 at an  average
                rental of $498 per vehicle.  For the six month period ending May
                31,  1997,  60  vehicles  were  disposed  of on  termination  of
                contracts at an average  profit of $2,759 per vehicle as against
                46 vehicles  being  disposed of in the  corresponding  period in
                1996 at an average  profit of $2,658 per vehicle.  As of May 31,
                1997, 1,528 vehicles were under lease and management compared to
                1,220 vehicles as at May 31, 1996.

                Cost of sales  (including  depreciation) as a percent of revenue
                decreased  from 80% to 75% when comparing the three months ended
                May 31,  1997 and  1996.  Management  attributes  this  decrease
                mainly to the  increased  profitability  on sale of  vehicles on
                termination  of contracts  during the quarter and the writing of
                more profitable contracts. Cost of sales as a percent of revenue
                increased  from 76% to 78% when  comparing the six month periods
                ending  May  31,  1997  and  1996.  Management  attributes  this
                increase  primarily  to the  increase  in buying and  selling of
                vehicles and selling  onto third  parties at low margins to take
                advantage of dealer bonuses as well as the more prudent approach
                to estimating  residual values of vehicles,  thereby  increasing
                the  depreciation  expense  and cost of sales and  reducing  the
                residual risk.

                General and  administrative  expenses increased by $104,564 when
                comparing  the three month  periods ended May 31, 1997 and 1996.
                This  increase is mainly due to an  increase in staff  levels as
                result of growth of business  and normal  increases in operating
                overhead. For the six month period ending May 31, 1997, compared
                to the same period in the prior year, general and administrative
                expenses  increased by $77,857  which is in line with the growth
                of the business.

                Interest  expense  increased  by 37% and 36% for the three month
                and  six  month   periods   ending   May  31,   1997  and  1996,
                respectively.  This increase is in line with the increase in new
                contracts   written  and  associated   increase  in  funding  of
                vehicles.


                                    Page 10.

<PAGE>
                AC Cars

                The Company,  on November 29, 1996, through its newly formed 70%
                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 Autocraft  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 half of the year has devoted most
                of its resources to resurrecting  operations.  This has involved
                upgrading  of  production   facilities,   improving  efficiency,
                appointing new dealerships,  installing systems and controls and
                appointing new management where necessary.  New dealerships have
                been appointed in the United Kingdom and a distributor  has also
                been  appointed  in  Australia.  The Company  has  embarked on a
                program to bring the new AC Ace sports  car into  production  in
                the  last  quarter  of  1997,  and  has  incurred  research  and
                development costs associated with such planned production.

                For the three-month  period ended May 31, 1997, these operations
                reported  a loss  of  $756,976.  Revenues  for the  period  were
                $359,657 as against $244,563 for the previous  quarter.  Cost of
                sales amounted to $269,794 as against  $172,178 for the previous
                quarter.   General   and   administrative   expenses   increased
                marginally from $379,115 to $397,342 when comparing the quarters
                ended February 28 and May 31, 1997. Interest charges amounted to
                $107,582 as against $78,382for the first quarter.

                Research  and   development   costs   incurred   relate  to  the
                manufacture  and  distribution  of the AC Cobra and AC Ace cars.
                These costs  amounted to $313,922  and  $232,010 for the six and
                three months ended May 31, 1997, respectively.

                The shortfall in the working capital requirements of the AC Cars
                has been  funded by the  contract  hire  operations  which  have
                obtained  increased bank lines of credit for this purpose.  This
                will continue in the future until AC Cars is self supportive and
                able to fund its own working capital requirements. The repayment
                of the  monies  owed to the  contract  hire  operations  will be
                funded out of proceeds of vehicle sales.

                Consolidated

                For the three months ended May 31, 1997, the Company  reported a
                loss of $421,372 before amortization and minority interests,  as
                compared to a profit of $53,311 for the same period in 1996. The
                reason for this,  is that this quarter  includes  the  operating
                losses of AC Cars. The loss for the quarter  comprises a loss of
                $756,360 before  amortization and minority  interests in AC Cars
                and a profit  before  goodwill  amortization  of $334,988 in the
                contract hire operations.

                For the  six-month  period  ended  May  31,  1997,  the  Company
                reported a loss of $1,005,494  before  amortization and minority
                interests  as  compared  to a profit  of  $129,063  for the same
                period in 1996. The loss  comprises a loss of $1,332,653  before
                amortization  and  minority  interests  in AC Cars  and a profit
                before  goodwill  amortization  of $327,159 in the contract hire
                operations.

                Liquidity and Capital Resources

                In 1997,  the  Company  completed  a private  placement  of 18.5
                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.


                                    Page 11.

<PAGE>
                The Company  acquires  new  vehicles as  required.  There are no
                material planned capital expenditures at the present time.

                Other

                Except for historical  information contained herein, the matters
                set forth above may be  forward-looking  statements that involve
                certain risks and uncertainties  that could cause actual results
                to  differ  from  those  in  the   forward-looking   statements.
                Potential  risks and  uncertainties  include such factors as the
                level  of  business  and  consumer  spending  in  the  Company's
                industry,  the  competitive  environment,  the  ability  of  the
                Company to expand its operations, the level of costs incurred in
                connection  with the  Company's  expansion  efforts and economic
                conditions.  Investors are also directed to consider other risks
                and  uncertainties  discussed in documents  filed by the Company
                with the Securities and Exchange Commission.

                                    Page 12.

<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 of Security Holders.
                None.
ITEM 5 -        Other Information.
                None.
ITEM 6 -        Exhibits or Reports on Form 8-K.
                Exhibit 27 - Financial Data Schedule
                Exhibit 11 - Computation of Earnings Per Share


                                    Page 13.

<PAGE>
                                   SIGNATURES




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





Dated: July 17, 1997                                PRIDE AUTOMOTIVE GROUP, INC.




                                                        By:    /s/ Alan Lubinsky
                                                         Chief Executive Officer

                                    Page 14.

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

<TABLE>
<CAPTION>


                                                                 For the Six Months             For the Three Months
                                                                     Ended May 31  ,               Ended May 31,
                                                              -----------------------------   ----------------------
                                                              1997             1996        1997            1996
                                                              --------------- ------------   ------------- -------

<S>                                                           <C>            <C>            <C>            <C>         
LOSS BEFORE MINORITY INTERESTS ............................   $(1,322,086)   $  (186,297)   $  (579,668)   $  (104,369)

Minority interests in net loss of consolidated subsidiaries       400,166           --          227,093           --
                                                                                            -----------    -----------

LOSS BEFORE PROVISION FOR INCOME TAXES ....................      (921,920)      (186,297)      (352,575)      (104,369)

Provision (credit) for income taxes .......................          --             --             --             --
                                                                                                           -----------

NET LOSS ..................................................   $  (921,920)   $  (186,297)   $  (352,575)   $  (104,369)
                                                              ===========    ===========    ===========    ===========


WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING ........................................     2,790,016      2,163,519      2,820,866      2,266,087
                                                              ===========    ===========    ===========    ===========


LOSS PER COMMON SHARE:
Net loss before minority interest .........................   $      (.47)   $      (.09)   $      (.20)   $      (.05)
Minority interest in net loss of subsidiary ...............           .14           --             (.08)          --
                                                              -----------    -----------    -----------    -----------
                                                              $      (.33)   $      (.09    $      (.12)   $      (.05)
                                                              ===========    ===========    ===========    ===========


</TABLE>










                                 - Exhibit 11 -

                                    Page 15.

<PAGE>