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 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
<TABLE>
<CAPTION>



                                                                                          Page(s)

PART I. Financial Information:
ITEM 1. Financial Statements
<S>                                                                                       <C>
     Consolidated  Condensed  Balance Sheets - February 28, 1997 (Unaudited) and
November 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

</TABLE>

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

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

                                   - ASSETS -
<TABLE>
<CAPTION>
                                                                                                        February 28,    November 30,
                                                                                                          1997               1996 
                                                                                                        (unaudited)

ASSETS:
<S>                                                                                                     <C>             <C>         
 Cash and cash equivalents ..........................................................................   $     26,244    $    250,699
 Accounts receivable ................................................................................      1,911,064       2,022,011
 Inventories ........................................................................................      1,298,916       1,022,655
 Property, revenue producing vehicles and equipment - net (Note 2) ..................................     21,747,074      20,671,854
 Intangible assets - net (Note 3) ...................................................................      9,503,972       9,722,363
                                                                                                        ------------    ------------

TOTAL ASSETS $34,487,270 ............................................................................   $ 33,689,582
                                                                                                        ============    ============

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -

LIABILITIES  (Note 4):
 Bank overdraft line of credit ......................................................................   $  4,466,083    $  2,964,465
 Accounts payable ...................................................................................      1,152,057         624,953
 Accrued liabilities and expenses ...................................................................        314,213         490,915
 Bank debt ..........................................................................................        995,892       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 ..................................................................................        309,413         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;   2,812,500  and  2,652,500  shares  issued  and
outstanding at February 28, 1997 and November 30, 1996, respectively                                          2,813            2,653

Additional paid-in capital                                                                               13,565,190       13,487,388
Retained earnings (deficit)                                                                              (1,971,932)     (1,402,587)
Foreign currency translation
                                                                                                           (184,165)       (130,243)
                                                                                                          ------------  ------------

TOTAL SHAREHOLDERS' EQUITY ..........................................................................     11,411,906      11,957,211
                                                                                                        ------------    ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                               $34,487,270    $ 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 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 - contract hire .............................. 106,420            186,051
Other income - AC Cars ......................................................   42,000              --
                                                                                -----------         -----------
                                                                                3,735,283           2,387,414

EXPENSES:
Cost of sales - contract hire ..................................................2,026,157           1,119,618
Cost of sales - AC Cars ......................................................  172,178             -
Depreciation - contract hire ...................................................817,054             581,974
Depreciation - AC Cars ......................................................   109,269             -
General and administrative expenses - contract hire ............................376,027             402,734
General and administrative expenses - AC Cars ................................. 379,115             --
Amortization of intangible assets - contract hire ..............................157,680             157,680
Amortization of intangible assets - AC Cars ....................................616                 --
Interest expenses and other - contract hire ....................................279,311             207,336
Interest expenses and other - AC Cars ..........................................78,382              --
Research and development costs - AC Cars .......................................81,912              --
                                                                                -----------         -----------
                                                                                4,477,701           2,469,342

LOSS BEFORE MINORITY INTERESTS .................................................(742,418)           (81,928)

Minority interests in net loss of consolidated subsidiaries ....................173,073             --
                                                                                -----------         -----------

LOSS BEFORE PROVISION FOR INCOME TAXES .........................................(569,345)           (81,928)

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

NET LOSS .......................................................................$ (569,345)         $ (81,928)
                                                                                ===========         ===========


LOSS PER COMMON SHARE (Note 6):
Net loss before minority interest ..............................................$ (.27)             $ (.04)
Minority interest in net loss of subsidiary ....................................    .06             --
                                                                                -----------         -----------
                                                                                $ (.21 )            $ (.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 .............................................................               $  (569,345)        $   (81,928)
Adjustments to reconcile net loss to net cash provided by operating activities:
Minority interest in net loss of subsidiary ..................                       (173,073)           -
Depreciation and amortization ................................                       946,597             581,974
Amortization of goodwill .....................................                       148,683             156,655
(Gain) loss on disposal of fixed assets .........                                    (28,470)            13,792
Provision for maintenance costs ..............................                       --                  (14,651)
Changes in assets and liabilities:
Decrease in accounts receivable ................................................     125,654             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                                          526,566             966,841
                                                                                     -----------         -----------

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 investing activities ..................                       (2,401,168)         (912,365)
                                                                                     -----------         -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from bank lines of credit .........................................     1,501,618           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 ....................................................     (810,800)           --
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 activities ...........................     1,373,817           (44,249)
                                                                                     -----------         -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH ........................................     276,330             1,025
                                                                                     -----------         -----------

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.  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  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.


NOTE   2  - FIXED ASSETS:

                Fixed assets consists of the following:
<TABLE>
<CAPTION>

                                                                               February 28,          November 30,
                                                                               1997                  1996

<S>                                                                            <C>                   <C>         
                Building and improvements                                      $  1,719,415          $  1,719,415
                Revenue producing vehicles                                       18,835,804            17,282,095
                Furniture, fixtures and machinery                                 4,695,800             4,641,388
                Aircraft                                                            927,751               927,751
                                                                             --------------        --------------
                                                                                 26,178,770            24,570,649
                Less: accumulated depreciation                                    4,431,696             3,898,795
                                                                              -------------         -------------
                                                                                $21,747,074           $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 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 a-

                mortized  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.




                                     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 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.

                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.


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.  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 February 28, 1997
                and November 30, 1996; (ii) Consolidated Condensed Statements of
                Operations

                                     Page 9.

<PAGE>
                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.

                Results of Operations

                Contract Hire/Fleet Management:

                Revenues  increased by  $1,103,306  or 46%,  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, including depreciation, 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  $1,141,619  or 67%. As a percent of
                sales,  cost of sales  were 81%  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 $576,909,  after amortization of intangibles.
                Revenues, for the three month period, amounted to $244,563, with
                costs of sales amounting to $172,178. General and administration
                expenses  and   interest   amounted  to  $379,115  and  $78,382,
                respectively.

                                    Page 10.

<PAGE>
                Research  and   development   costs   incurred   relate  to  the
                manufacture  and  distribution  of the AC Cobra and AC Ace Cars.
                These  costs  amounted  to $81,912  for the three  months  ended
                February 28, 1997.

                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   $584,122   and  a  profit  of   $75,752
                respectively.  Of the overall loss of $584,122 in 1997, $576,292
                is   attributable   to  AC  Cars  (prior  to   amortization   of
                intangibles) and a loss of $7,830 is attributable to Pride.

                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.

                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 12.

<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 13.

<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 ............................   $  (742,418)   $   (81,928)

Minority interests in net loss of consolidated subsidiaries       173,073           --
                                                                             -----------

LOSS BEFORE PROVISION FOR INCOME TAXES ....................      (569,345)       (81,928)

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

NET LOSS ..................................................   $  (569,345)   $   (81,928)
                                                              ===========    ===========


LOSS PER COMMON SHARE:
Net loss before minority interest .........................   $      (.27)   $      (.04)
Minority interest in net loss of subsidiary ...............           .06           --
                                                              -----------    -----------
                                                              $      (.21)   $      (.04)
                                                              ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING ........................................     2,759,167      2,060,000
                                                              ===========    ===========

</TABLE>
                                    Page 14.

<PAGE>