<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                FORM 10-KSB/A2    

(MARK ONE)
[ ]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 
     1934 (FEE REQUIRED)
                                      OR
[X]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 (NO FEE REQUIRED)
       For the transition period from July 1, 1996 to November 30, 1996

                      Commission File No. 1-11837

                  GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
                (Name of small business issuer in its charter)

              California                               95-2945353
              ----------                               ----------
    (State or other jurisdiction of                 (I.R.S. Employer 
     incorporation or organization)              Identification Number)

          3000 Pacific Avenue                             90806
          -------------------                             -----
             Long Beach, CA                             (Zip Code)
            -------------- 
(Address of principal executive offices)

                                                      (562) 981-2600
                                                      --------------
               (Issuer's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
                  NONE                                     N/A
                                                      --------------
                                          (Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:
       Common stock, no par value
       --------------------------
          (Title of each class)
                            -----------------------

 Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
                               Yes [X]    No [_]

 Check if there is no disclosure of delinquent filers pursuant to Item 405 of 
Regulation S-B contained in this form, and no disclosure will be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-KSB or any 
amendment to this Form 10-KSB [X].

 The issuer's revenues for the five month transition period ended November 30, 
1996, were $1,960,000.

 As of January 31, 1997 there were 3,640,565 outstanding shares of Common stock,
no par value. The aggregate market value of the voting stock of the registrant 
held by non-affiliates of the registrant on January 2, 1997 based on the average
bid and asked price on such date was $28,636,648.

 DOCUMENTS INCORPORATED BY REFERENCE. None.
 Transitional Small Business Disclosure Format:  Yes [_]    No [X]


<PAGE>
 
                                  SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant 
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

    
Date: August 15, 1997      
                                       GRAND PRIX ASSOCIATION OF
                                       LONG BEACH, INC.


                                       By /s/ Christopher R. Pook
                                         -----------------------------
                                         Christopher R. Pook
                                         Chairman of the Board, President,
                                         and Chief Executive Officer

<PAGE>
 
IN ACCORDANCE WITH THE EXCHANGE ACT, THIS REPORT HAS BEEN SIGNED BELOW BY THE 
FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE 
DATES INDICATED.

<TABLE> 
<CAPTION> 
      SIGNATURE                      TITLE                                        DATE
      ---------                      -----                                        ----
<S>                         <C>                                                <C>
   
/S/ Christopher R. Pook     Chairman of the Board,                             August 15, 1997    
-----------------------     President and Chief Executive                      
CHRISTOPHER R. POOK         Officer (Principal Executive Officer)

   
/S/ James P. Michaelian     Chief Operating Officer and                        August 15, 1997    
-----------------------     Director                                           
JAMES P. MICHAELIAN

   
/S/ Ronald C. Shirley       Chief Financial Officer                            August 15, 1997    
-----------------------     (Principal Financial and                           
RONALD C. SHIRLEY           Accounting Officer)

   
/S/ Joseph Ainge            Director                                           August 15, 1997    
-----------------------                                                        
JOSEPH AINGE

   
/S/ Daniel Gurney           Director                                           August 15, 1997    
-----------------------                                                        
DANIEL GURNEY

   
/S/ Wayne Kees              Director                                           August 15, 1997    
-----------------------                                                        
WAYNE KEES

   
/S/ George Pellin           Director                                           August 15, 1997    
-----------------------                                                        
GEORGE PELLIN

   
/S/ James Sullivan          Director                                           August 15, 1997    
-----------------------                                                        
JAMES SULLIVAN

   
/S/ John R. Queen III       Director                                           August 15, 1997    
-----------------------                                                        
JOHN R. QUEEN III

   
/S/ Neil Matlins            Director                                           August 15, 1997    
-----------------------                                                        
NEIL MATLINS
</TABLE> 
<PAGE>
 
                                 EXHIBIT INDEX

    
The following exhibits to this Form 10-KSB/A2 are filed herewith:     

Exhibit No.                         Exhibit
-----------    --------------------------------------------------
  1.1**        Form of Underwriting Agreement
  1.2**        Form of Warrant to L.H. Friend, Weinress, Frankson & Presson, 
               Inc.
  3.1**        Restated Articles of Incorporation of the Company
  3.2**        Certificate of Correction of Restated Articles of Incorporation
  3.3**        By-laws of the Company
  4.1**        Form of Stock Certificate
  5.1**        Opinion letter of Law Offices of Edward S. Gelfand regarding the 
               legality of the securities registered
 10.1**        Amended and restated Agreement dated September 15, 1996 between 
               the Company and the City of Long Beach
 10.2**        Official Organizer/Promoter Agreement dated April 5, 1995 between
               the Company and Championship Auto Racing Teams, Inc. (Certain
               confidential portions of this agreement have been deleted)
 10.3**        Agreement dated August 2, 1995 between the Company and Toyota
               Motor Sales, U.S.A., Inc. (Certain confidential portions of this
               agreement have been deleted)
 10.4**        1993 Stock Option Plan of the Company
 10.5**        1996 Employee and Director Stock Incentive Plan
 10.6**        Employee Agreement dated as of May 16, 1996 between the Company 
               and Christopher R. Pook
 10.7**        Employment Agreement dated as of May 16, 1996 between the Company
               and James P. Michaelian
 10.8**        Agreement dated as of May 6, 1996 between the Company and Memphis
               International Motorsports Park and amendment thereto
 10.9**        Moral Obligation of State of Illinois dated May 1, 1996 to the
               Southwestern Illinois Development Authority regarding Taxable
               Sports Facility Revenue Bonds, Series 1996
 10.10**       Redevelopment Agreement between the City of Madison, Illinois and
               the Company dated February 27, 1996
 10.11**       U.S. Small Business Administration ("SBA") "504" Note (loan
               number CDC-L-GP-489638-30-08-LA) in the principal amount of
               $750,000 made by the Company to Long Beach Local Development
               Corporation
 10.12**       Short Form Deed of Trust and Assignment of Rents dated July 20,
               1992 (92-2037097) between the Company, as trustor, and Long Beach
               Local Development Corporation, as beneficiary, and Assignment of
               said Deed of Trust (92-2037098) to SBA
 10.13**       Development Company 504 Debenture dated December 16, 1992 in the
               principal amount of $750,000 made by Long Beach Local Development
               Corporation to fund the SBA loan to the Company

<PAGE>
 
 10.14**       Loan Agreement dated June 20, 1992 made between Long Beach
               Development Corporation and the Company with respect to SBA loan
               to the Company
 10.15**       Promissory Note dated June 30, 1992 made by the Company to Harbor
               Bank in the principal amount of $814,000
 10.16**       Deed of Trust dated June 30, 1992 (92-1214039) between the
               Company, as trustor, and Harbor Bank, as beneficiary, securing
               $814,000 note
 10.17**       Three Tier Bonus Plan of Company
 10.18**       Revolving Line of Credit Agreement with West Pointe Bank and
               Trust Company dated February 24, 1995, as amended by
               Extension/Modification Agreement dated February 24, 1996
 10.19**       Memorandum of Understanding dated February 26, 1996 by and
               between the United States of American, Gateway International
               Motorsports Corporation and BBJJ Land Trust
 10.20**       Form of Stock Option Agreement for 1993 Stock Option Plan
 10.21**       Lease Agreement dated as of June 12, 1996 by and between Helen M.
               Bergfield, trustee and Gateway International Motorsports
               Corporation
 10.22**       Lease Agreement dated as of April 1, 1996 by and between Ruth C. 
               Franke and Gateway International Motorsports Corporation
 10.23**       Lease Agreement dated as of June 1, 1996 by and between Joseph E.
               Trover and Gateway International Motorsports Corporation
 10.24**       Form of Loan Agreement by and between Southwestern Illinois
               Development Authority and Gateway International Motorsports
               Corporation
 10.25**       Form of Guaranty Agreement made by the Company and Automotive
               Safety & Transportation Systems, Inc. to Magna Trust Company,
               Trustee, dated as of May 1, 1996
 10.26**       Form of Mortgage and Security Agreement by and between Gateway
               International Motorsports Corporation, as mortgagor and
               Southwestern Illinois Development Authority, as mortgagee dated
               as of May 1, 1996
 10.27**       Indenture of Trust dated as of May 1, 1996 by Southwestern
               Illinois Development Authority, as mortgagee dated as of May 1,
               1996
 10.28**       Form of Tax Escrow Agreement to be entered into between the City
               of Madison, Illinois, Magna Trust Company, as escrow agent and
               Gateway International Motorsports Corporation
 10.29***      Sanction Application and Agreement Form - NASCAR Busch Series,
               Grand National Division between the National Association for
               Stock Car Racing, Inc. and Applicant, dated December 17, 1996
 10.30***      Official Sanction Application Under the Rules and Regulations of
               USAC, between United States Auto Club and Applicant, dated
               November 18, 1996
 10.31***      Sanction Agreement Application for National Championship Stock
               Cars between Automobiles Racing Club of America and Applicant,
               dated November 25, 1996
         
 21.**         Subsidiaries of Registrant