FORM 10-QSB

                        SECURITY AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


(Mark One)

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

For the period ended September 30, 2003.

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

For the transition period from ___________________ to ______________________.

Commission file number: 0-24681


                       MOTOR CARS AUTO GROUP INCORPORATED
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            FLORIDA                                              65-0816177
--------------------------------------------------------------------------------
State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization                                Identification No.)

2000 Towerside Terrace, Suite 905, Miami Florida                    33138
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code: (305) 981-4105


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such report(s), and has been subject to such filing
requirements for the past 90 days.

Yes  [ ]         No  [X]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of September 30, 2003, 12,523,629
shares of $.0001 par value common stock were outstanding.


<PAGE>
<TABLE>
<CAPTION>
                                                INDEX

                                                                                                Page
                                                                                                ----
<S>                                                                                              <C>
PART I.  Financial Information.                                                                  3
-------  ---------------------

ITEM 1.  Financial Statements (Unaudited).                                                       3

         Consolidated Balance Sheet                                                              3

         Consolidated Statements of Operations                                                   5

         Consolidated Statements of Changes in Stockholders' Equity (Deficit)                    6

         Consolidated Statements of Cash Flows                                                   7

         Notes to Consolidated Financial Statements                                              9

ITEM 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.                                                                  11

ITEM 3.  Controls and Procedures.                                                                14


PART II. Other Information.                                                                      15
-------  -----------------

Item 1.  Legal Proceedings                                                                       15

Item 2.  Changes in Securities and Use of Proceeds                                               16

Item 3.  Defaults Upon Senior Securities                                                         16

Item 4.  Submission of Matters to a Vote of Securities Holders                                   16

Item 5.  Other Information                                                                       16

Item 6.  Exhibits and Reports on Form 8-K                                                        16

Signature                                                                                        17
</TABLE>

























                                        2

<PAGE>
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION

Item 1. Financial Statements
        --------------------

               MOTORCARS AUTO GROUP INCORPORATED AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                           Consolidated Balance Sheet


                                     ASSETS
                                     ------

                                                                                September 30,
                                                                                    2003
                                                                                ------------
                                                                                 (Unaudited)
<S>                                                                              <C>
CURRENT ASSETS

   Cash                                                                          $       37
   Inventories                                                                      528,988
   Notes receivable, current                                                         10,840
                                                                                 ----------

         Total Current Assets                                                       539,865
                                                                                 ----------

PROPERTY AND EQUIPMENT, NET                                                          17,406
                                                                                 ----------

OTHER ASSETS

   Notes receivable, net of current portion                                           7,632
                                                                                 ----------

         Total Other Assets                                                           7,632
                                                                                 ----------

         Total Assets                                                            $  564,903
                                                                                 ==========
</TABLE>























              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>
               MOTORCARS AUTO GROUP INCORPORATED AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                     Consolidated Balance Sheet (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------


                                                                                  September 30,
                                                                                      2003
                                                                                 -------------
                                                                                   (Unaudited)
<S>                                                                               <C>
CURRENT LIABILITIES

   Accounts payable and accrued expenses                                          $    334,612
   Due to shareholders                                                                 698,773
   Floor plan payable                                                                  248,500
   Capital lease obligation                                                            194,824
   Customer deposits                                                                   150,000
                                                                                 -------------

         Total Current Liabilities                                                   1,626,709
                                                                                 -------------




COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock; $.0001 par value 10,000,000 shares
     authorized zero issued and outstanding                                                 --
   Common stock Series A; $.0001 par value,
    80,000,000 shares authorized; 12,523,629 issued
    and outstanding                                                                      1,252
   Common stock, Series B; $.0001 par value,
    2,000,000 shares authorized; zero issued and
    outstanding                                                                             --
   Additional paid-in capital                                                        9,495,348
   Accumulated deficit prior to the development stage                              (10,469,757)
   Accumulated deficit during the development stage                                    (88,649)
                                                                                 -------------

         Total Stockholders' Equity (Deficit)                                       (1,061,806)
                                                                                 -------------

         Total Liabilities and Stockholders' Equity (Deficit)                     $    564,903
                                                                                 =============
</TABLE>













              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        4
<PAGE>
<TABLE>
<CAPTION>
                                          MOTORCARS AUTO GROUP INCORPORATED AND SUBSIDIARIES
                                                     (A DEVELOPMENT STAGE COMPANY)
                                                 Consolidated Statements of Operations
                                                              (Unaudited)



                                                                                                       From Inception of
                                                                                                        the Development
                                                                                                              Stage
                                           For the Three Months Ended     For the Nine Months Ended     on July 1, 2003
                                                  September 30,                 September 30,                through
                                          ----------------------------    --------------------------      September 30,
                                              2003            2002            2003          2002              2003
                                          ------------    ------------    -----------    -----------   -----------------
                                                           (Restated)                     (Restated)
<S>                                       <C>             <C>            <C>              <C>              <C>
SALES                                     $      1,306    $  9,913,853   $  1,988,100     36,283,181       $     1,306
COST OF SALES                                       --       9,460,529      2,147,336     34,780,505                --
                                          ------------    ------------    -----------    -----------       -----------
     Gross Profit (Loss)                         1,306         453,324       (159,236)     1,502,676             1,306
                                          ------------    ------------    -----------    -----------       -----------
Finance, Insurance, Warranty
 and Other Income, net                             575          34,630         22,899        228,820               575
                                          ------------    ------------    -----------    -----------       -----------

INCOME (LOSS) BEFORE OPERATING
     EXPENSES                                    1,881         487,954       (136,337)     1,731,496             1,881
                                          ------------    ------------    -----------    -----------       -----------

OPERATING EXPENSES                              85,358       1,208,268      1,018,172      6,096,485            85,358
                                          ------------    ------------    -----------    -----------       -----------

OPERATING LOSS BEFORE OTHER EXPENSES,
     AND INCOME TAXES                          (83,477)       (720,314)    (1,154,509)    (4,364,989)          (83,477)
                                          ------------    ------------    -----------    -----------       -----------

OTHER EXPENSES

     Interest expense                           (5,172)        (39,851)       (46,755)      (105,841)           (5,172)
     Loss on disposition of fixed assets            --              --       (309,340)            --                --
                                          ------------    ------------    -----------    -----------       -----------

           Total Other Expenses                 (5,172)        (39,831)      (356,095)      (105,841)           (5,172)
                                          ------------    ------------    -----------    -----------       -----------

LOSS BEFORE INCOME TAXES                       (88,649)       (760,165)    (1,510,604)    (4,470,830)          (88,649)
                                          ------------    ------------    -----------    -----------       -----------

INCOME TAX EXPENSE                                  --              --            --             --                 --
                                          ------------    ------------    -----------    -----------       -----------

NET LOSS                                  $    (88,649)   $   (760,165)    (1,510,604)    (4,470,830)      $   (88,649)
                                          ============    ============    ===========    ===========       -----------

BASIC LOSS PER SHARE                      $      (0.01)   $      (0.07)         (0.12)         (0.35)
                                          ============    ============    ===========    ===========

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                      12,523,629      11,392,822     12,523,629     12,722,822
                                          ============    ============    ===========    ===========
</TABLE>








              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        5
<PAGE>
<TABLE>
<CAPTION>
                                     MOTORCARS AUTO GROUP INCORPORATED AND SUBSIDIARIES
                                               (A DEVELOPMENT STAGE COMPANY)
                           Consolidated Statements of Changes in Stockholders' Equity (Deficit)



                                                                                                       Total
                                         Common Stock - Class A      Additional                     Stockholders'
                                       --------------------------     Paid-In       Accumulated        Equity
                                         Shares         Amount        Capital         Deficit         (Deficit)
                                       -----------   ------------   ------------    ------------    ------------
<S>                                     <C>          <C>            <C>             <C>             <C>
Balance, December 31, 2001              10,482,822   $      1,049   $  3,411,659    $ (1,148,133)   $  2,264,575

Recapitalization                           625,000             62        962,438              --         962,500

Fair value of warrants issued in
 conjunction with reverse merger                --             --        142,539              --         142,539

Purchase of C&K Auto                       750,000             75      2,879,925              --       2,880,000

Common stock issued for services           345,000             34      1,143,807              --       1,143,841

Warrants issued as additional
 consideration for note payable                 --             --         57,012              --          57,012

Common stock issued for cash               520,000             52      1,299,948              --       1,300,000

Stock offerings costs                           --             --       (201,500)             --        (201,500)

Common stock issued as a
 settlement                                550,807             55            (55)             --              --

Repurchase of shares for sale of
 C&K Auto                                 (750,000)           (75)      (277,425)             --        (277,500)

Contribution of salary by officer               --             --         77,000              --          77,000

Net loss for the year ended
 December 31, 2002                              --             --             --      (7,899,669)     (7,899,669)
                                       -----------   ------------   ------------    ------------    ------------
Balance, December 31, 2002              12,523,629          1,252      9,495,348      (9,047,802)        448,798

Net loss for the nine months ended
 September 30, 2003 (unaudited)                 --             --             --      (1,510,604)     (1,510,604)
                                       -----------   ------------   ------------    ------------    ------------
Balance, September 30, 2003
 (unaudited)                            12,523,629   $      1,252   $  9,495,348    $(10,558,406)   $ (1,061,806)
                                       ===========   ============   ============    ============    ============

Accumulated deficit incurred prior
  to the development stage                                                          $(10,469,757)
Accumulated deficit incurred during
  the development stage                                                                  (88,649)
                                                                                    ------------
Total accumulated deficit                                                           $(10,558,406)
                                                                                    ============
</TABLE>











              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        6
<PAGE>
<TABLE>
<CAPTION>
                             MOTORCARS AUTO GROUP INCORPORATED AND SUBSIDIARIES
                                        (A DEVELOPMENT STAGE COMPANY)
                                    Consolidated Statements of Cash Flows
                                                 (Unaudited)


                                                                                       From Inception of
                                                                                        the Development
                                                                                             Stage
                                                          For the Nine Months Ended     on July 1, 2003
                                                                 September 30,              through
                                                          ---------------------------   September 30,
                                                             2003            2002            2003
                                                          -----------    ------------  -----------------
                                                                          (Restated)
<S>                                                        <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                   $(1,510,604)   $(1,782,395)   $   (88,649)
   Adjustments to reconcile net loss to net cash
   (used in) provided by operating activities:
     Depreciation and amortization                              12,688         32,372          1,187
     Bad debts expense                                         127,319             --             --
     Loss on disposition of fixed assets                       288,373             --             --
     Common stock issued for services                               --      1,670,139             --
     Amortization of discount on note payable                   19,681             --             --
Changes in assets and liabilities:
     Decrease (increase) in:
     Accounts receivable                                        81,114     (1,063,945)            --
     Inventories                                               979,557       (644,430)            --
     Prepaid expenses                                           34,563        (37,749)            --
     Other assets                                              258,614       (373,879)            --
   Increase (decrease) in:
     Accounts payable and accrued expenses                    (248,220)     1,244,906             --
     Customer deposits                                         (81,505)      (145,475)            --
                                                           -----------    -----------    -----------
Net Cash (Used In) Operating Activities                        (38,420)    (1,100,456)       (87,462)
                                                           -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Payments from notes receivable                               45,894             --         29,079
   Purchase of property and equipment                               --        (33,940)            --
   Advances to related parties                                    (892)      (130,102)            --
   Repayments of advances from related parties                 214,262             --             --
                                                           -----------    -----------    -----------


Net Cash Provided by Used in Investing Activities              259,264       (164,042)        29,079
                                                           -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from note payable - related party                  713,773             --        101,101
   Payments on note payable - related party                    (52,000)            --        (15,000)
   Net repayment of floor plan payable                        (740,069)        13,220        (29,004)
   Proceeds from notes payable                                      --         27,640             --
   Payments on notes payable                                  (250,000)       (85,000)            --
   Proceeds from issuance of common stock                           --      2,173,523             --
                                                           ------------   -----------    -----------

Net Cash (Used in) Provided by Financing Activities            (328,296)    2,129,383         57,097
                                                           ------------   -----------    -----------

NET (DECREASE) INCREASE IN CASH                                (107,452)      864,885         (1,286)

CASH - BEGINNING OF PERIOD                                      107,489        36,562          1,323
                                                           ------------   -----------    -----------

CASH - END OF PERIOD                                       $         37   $   901,447    $        37
                                                           ============   ===========    ===========
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        7
<PAGE>
<TABLE>
<CAPTION>
               MOTORCARS AUTO GROUP INCORPORATED AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

                                                                                      From Inception of
                                                                                        the Development
                                                                                             Stage
                                                       For the Nine Months Ended       on July 1, 2003
                                                             September 30,                  through
                                                      ---------------------------       September 30,
                                                          2003           2002               2003
                                                      ------------    -----------     -----------------
                                                                      (Restated)
<S>                                                   <C>             <C>                <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

   Cash paid for income taxes                         $          -    $         -        $
   Cash paid for interest                             $     46,755    $    42,448        $     5,172

SUPPLEMENTAL DISCLOSURE OF NON-CASH
 INVESTING AND FINANCING ACTIVITIES:

   Common stock issued for services                   $          -    $ 1,670,139        $
</TABLE>





































              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        8
<PAGE>
               MOTORCARS AUTO GROUP INCORPORATED AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                   Notes to Consolidated Financial Statements
                   September 30, 2003 and December 31, 2002


NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

         The accompanying unaudited financial statements have been prepared by
         the Company pursuant to the rules and regulations of the Securities and
         Exchange Commission. Certain information and footnote disclosures
         normally included in financial statements prepared in accordance with
         generally accepted accounting principles in the United States of
         America have been condensed or omitted in accordance with such rules
         and regulations. The information furnished in the interim financial
         statements include normal recurring adjustments and reflects all
         adjustments, which, in the opinion of management, are necessary for a
         fair presentation of such financial statements. Although management
         believes the disclosures and information presented are adequate to make
         the information not misleading, it is suggested that these interim
         condensed financial statements be read in conjunction with the
         Company's most recent audited financial statements and notes thereto
         included in its December 31, 2002 Annual Report on Form 10-KSB.
         Operating results for the nine months ended September 30, 2003 are not
         indicative of the results that may be expected for the year ending
         December 31, 2003.

         The statement of operations for the nine months ended September 30,
         2002, has been restated to give effect to the prior period adjustments
         disclosed in Note 17 to the December 31, 2002 financial statements
         included in the Company's 10-KSB filing. The net effect of those prior
         period adjustments increased the net loss for the nine months ended
         September 30, 2002 from $2,801,623 to $4,470,830 for an increase of
         $1,669,207 with an increase in the loss per share from $0.23 to $0.35.

         Because the Company suspended operations in April 2003, the Company
         entered the development stage effective July 1, 2003. The focus of the
         Company is now primarily raising capital and re-establishing a business
         plan.

NOTE 2 - SUSPENSION OF OPERATIONS

         In April 2003 the company suspended its operations. Upon closure of the
         business, various creditors repossessed the assets in which they had a
         security interest. The lessor of the office and showroom space that the
         Company used locked the Company out for non-payment of rents and took
         control of the remaining fixed assets in the buildings. The company has
         recognized a loss on the disposition of these assets of $309,340 in the
         first quarter 2003.











                                        9

<PAGE>
               MOTORCARS AUTO GROUP INCORPORATED AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   Notes to Consolidated Financial Statements
                     September 30, 2003 and December 31, 2002



NOTE 3 - GOING CONCERN

         The Company's consolidated financial statements are prepared using
         accounting principles generally accepted in the United States of
         America applicable to a going concern which contemplates the
         realization of assets and liquidation of liabilities in the normal
         course of business. The Company has incurred losses which have resulted
         in an accumulated deficit of $10,558,405 at September 30, 2003, and has
         limited internal financial resources. Additionally, the Company ceased
         operations at March 31, 2003. These factors combined raise substantial
         doubt about the Company's ability to continue as a going concern. The
         accompanying interim financial information does not include any
         adjustments relating to the recoverability and classification of asset
         carrying amounts or the amount and classification of liabilities that
         might result from the outcome of this uncertainty. Management's plans
         for the Company's continuing operations are as follows:

         The Board of Directors of Motorcars Auto Group, Inc. is currently
         seeking equity financing to develop a wholesale exotic highline car
         business. The Company also plans to seek a merger with an existing
         operating company. The CEO of the Company and its majority shareholder,
         The Vantage Group Ltd., have committed to cover the expenses of the
         Company.

NOTE 4 - PAYABLE TO SHAREHOLDER

         During the nine months ended September 30, 2003, an officer of the
         company paid the remaining balance on a note payable as well as other
         expenses and liabilities of the Company for total payments of $768,210.
         The Company now owes this officer $553,948. This advance is unsecured,
         due on demand and non-interest bearing. During the nine months ended
         September 30, 2003, a shareholder advanced $144,825 to the Company.
         This advance is unsecured, due on demand and non-interest bearing.

NOTE 5 - VEHICLE

         During April 2003, the company received the vehicle for which it had
         paid a $225,000 deposit and for which a customer had paid the company
         $150,000 in advance to buy the vehicle. Because of the delay in
         delivery of the vehicle from the factory, the customer no longer wants
         to purchase the vehicle. The parties have agreed that the vehicle will
         be sold and the customer deposit will be repaid from the proceeds.

NOTE 6 - SUBSEQUENT EVENT

         On December 23, 2003, the Company issued 10,000,000 shares of common
         stock to a shareholder for forgiveness of $300,000 of advances made to
         the Company.







                                       10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

General

         Management's discussion and analysis of financial condition and results
of operations contains various forward looking statements. These statements
consist of any statement other than a recitation of historical fact and can be
identified by the use of forward-looking terminology such as "may", "expect",
"anticipate", "estimate" or "continue" or use of negative or other variations or
comparable terminology.

         The Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those contained in the forward-looking statements, that these forward-looking
statements are necessarily speculative, and there are certain risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward-looking statements.

         During the three month period ended March 31, 2003, we down sized our
day to day operations substantially, in order to reduce overhead and expenses.
Subsequent to the three month period ended March 31, 2003, we closed our
facilities in Delray and suspended our operations. We intend to develop a
highline wholesale automobile operation or seek an acquisition or merger
candidate within the automotive industry. Our development of a wholesale
automobile operation or any future acquisition is dependent on third party
financing. Certain affiliates of the Company have provided us with limited
working capital. We require additional working capital.

Results of Operations

         As disclosed above, we have suspended the majority of our business
operations and are currently developing a strategy for our future operations. We
are currently developing a highline wholesale automobile operation. In addition,
we are seeking an acquisition or merger candidate within the automotive
industry.

         The statement of operations for the three and nine months ended
September 30, 2002, has been restated to give effect to the prior period
adjustments disclosed in Note 17 to the December 31, 2002 financial statements
included in the Company's 10-KSB filing. The net effect of those prior period
adjustments increased the net loss for the nine months ended September 30, 2002
from $2,801,623 to $4,470,830 for an increase of $1,669,207 with an increase in
the loss per share from $0.23 to $0.35.

Three Months Ended September 30, 2003 as Compared to the Three Months Ended
September 30, 2002

         Total sales for the three months ended September 30, 2003, were $1,306
a decrease of $9,912,547 or approximately 99% compared to total sales of
$9,913,853 for the three months ended September 30, 2002. The decrease in sales
is directly attributable to the suspension of our operations.

         Cost of sales decreased from $9,460,529 for the three months ended
September 30, 2002 to $ -0- for the three months ended September 30, 2003, a
decrease of $9,460,529 or 100%. The decrease is directly attributable to the
suspension of our operations.

         Due to the suspension of our operations, the gross profit decreased to
$1,306 for the three months ended September 30, 2003 from $453,324 for the three
months ended September 30, 2002, a decrease of $452,018. The decrease is
                                       11
<PAGE>
directly attributable to the suspension of our operations. Management
anticipates that our company will continue to operate at a loss until we can
establish our whole sale automobile operations or acquire an operating entity.

         Income generated from finance, insurance, warranty and other income
decreased from $34,630 for the three months ended September 30, 2002 to $575 for
the three months ended September 30, 2003, a decrease of $34,055.

         Operating expenses decreased from $1,208,268 for the three months ended
September 30, 2002 to $85,358 for the three months ended September 30, 2003, a
decrease of $1,122,910 or approximately 93%. The decrease is directly
attributable to the suspension of our operations.

Nine Months Ended September 30, 2003 as Compared to the Nine Months ended
September 30, 2002

         Total sales for the nine months ended September 30, 2003, were
$1,988,100 a decrease of $34,295,081 or approximately 95% compared to total
sales of $36,283,181 for the nine months ended September 30, 2002. The decrease
in sales is directly attributable to the winding down and eventual suspension of
our operations.

         Cost of sales decreased from $34,780,505 for the nine months ended
September 30, 2002 to $2,147,336 for the nine months ended September 30, 2003, a
decrease of $32,633,169 or approximately 94%. The decrease is directly
attributable to the winding down and eventual suspension of our operations.

         Due to the decrease in sales, the gross profit (loss) decreased to
$(159,236) for the nine months ended September 30, 2003 from $1,502,676 for the
nine months ended September 30, 2002, a decrease of $1,661,912. The decrease is
directly attributable to the winding down and eventual suspension of our
operations. Management anticipates that our company will continue to operate at
a loss until we can establish our whole sale automobile operations or acquire an
operating entity.

         Income generated from finance, insurance, warranty and other income
decreased from $228,820 for the nine months ended September 30, 2002 to $22,899
for the nine months ended September 30, 2003, a decrease of $205,921.

         Operating expenses decreased from $6,096,485 for the nine months ended
September 30, 2002 to $1,018,172 for the nine months ended September 30, 2003, a
decrease of $5,078,313 or approximately 83%. The decrease is directly
attributable to the winding down and eventual suspension of our operations.
Also, a substantial potion of our operating expenses during the nine months
ended September 30, 2002 was attributable to certain non-recurring expenses
incurred during 2002 in connection with our reorganization, as well as the
expenses associated with potential acquisitions that were not consummated. These
expenses include legal, audit and consulting fees, as well as other related
expenses.

Liquidity and Capital Resources

         At September 30, 2003, we had total stockholders' deficit of $1,061,805
and an accumulated deficit of $10,558,406. At December 31, 2002, we had total
stockholders' equity of $448,798. In addition, our working capital (deficit) at
September 30, 2003 was $(1,086,843). At December 31, 2002 our working capital
was $(26,159), as compared to $1,803,667 at December 31, 2001. The significant
decreases in stockholders equity and working capital was a result of the
significant operating losses during the year ended December 31, 2002 and
suspension of our operations during the nine months ended September 30, 2003.

                                       12
<PAGE>
         Net loss for the nine months ended September 30, 2003 was $1,510,603 as
compared to a net loss of $4,470,830 for the nine months ended September 30,
2002. We currently have limited internal financial resources. Additionally, we
essentially shut down operations at April 1, 2003. These factors combined raise
substantial doubt about our ability to continue as a going concern.

         Net loss for the year ended December 31, 2002 increased from
$(1,715,197) for the year ended December 31, 2001 to $(7,899,669) for the year
ended December 31, 2002, an increase of $6,184,472. Of the net loss, $2,852,500
was from the loss of the disposal of C&K Auto Imports (sale of our subsidiary).
A large portion of the net loss was also attributable to certain non-recurring
expenses, including due diligence expenses associated with our reorganization,
acquisitions and the potential acquisitions that were not consummated. In
addition, we incurred the non-recurring expenses of setting up a reserve account
for the potential uncollectability of a receivable due from a former employee.

         In April 2003 we suspended our operations. Upon closure of the
business, various creditors repossessed the assets in which they had a security
interest. The lessor of our office and showroom space used locked our Company
out for non-payment of rents and took control of the remaining fixed assets in
the buildings. We have recognized a loss on the disposition of these assets of
$309,340 in the first quarter 2003.

         Our management down-sized day-to-day operations substantially during
the three month period ending March 31, 2003 in efforts to reduce overhead and
expenses. As of April 23, 2003, we suspended all of our automotive operations.
Our management and our majority shareholder are currently seeking equity
funding. There are no assurances that we will receive any funding. Funding is
required to implement our wholesale exotic highline car business as well as
provide for acquisitions. To date, our chairman, Barry Tenzer, has provided
funds in the form of a loan for working capital needs of approximately $900,000.
During the nine months ended September 30, 2003, The Vantage Group, Ltd.
advanced us $144,825. This advance is unsecured, due on demand and non-interest
bearing. Subsequent to September 30, 2003, we have received additional advances
from The Vantage Group, our majority shareholder in the aggregate amount of
approximately $275,000.

         Accounts receivable decreased from $122,494 at December 31, 2003 to
$(0) at September 30, 2003. The decrease was due to the suspension of our
operations.

         Inventories decreased from $1,508,545 at December 31, 2002 to $528,988
at September 30, 2003, a decrease of $979,577. This decrease was due to a
reduction of working capital and the suspension of our operations.

         Due from related parties (officers) decreased from $279,070 at December
31, 2002 to $10,840 at September 30, 2003. The decrease is primarily due to the
reduction of funds due from officers of Motorcars of South Florida (Barry
Tenzer). These advances were made prior to Motorcars of South Florida being
acquired by our public holding company. During the six month period ended
September 30, 2003, Barry Tenzer paid the remaining balance on a note payable as
well as other expenses and liabilities of our company for total payments of
$768,210. At September 30, 2003 we owe Mr. Tenzer $553,948. This advance is
unsecured, due on demand and non-interest bearing. The amounts due from related
parties (officers) are from loans made to David Jacoby, our former Principal
Financial Officer, which were made prior to Motorcars of South Florida being
acquired by our public holding company.

         Deposits decreased from $258,614 at December 31, 2002 to $150,000 at
September 30, 2003, a decrease of $108,614. Deposits consisted of the advance
paid by a customer for a Saleen automobile. In April 2003, we received the
Saleen for which we had paid a $225,000 deposit and for which a customer had
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<PAGE>
paid us $150,000 in advance to buy the vehicle. Because of the delay in delivery
of the vehicle from the factory, the customer no longer wants to purchase the
vehicle. We have agreed that the vehicle will be sold and the customer's deposit
will be repaid from the proceeds.

         Accounts payable and accrued expenses decreased from $582,833 at
December 31, 2002 to $334,612 at September 30, 2003, a decrease of $248,221 or
42.6%. The majority of accounts payable include legal fees, accounting fees and
capital lease payments.

         Amounts due under the revolving floor plan decreased from $988,568 at
December 31, 2002 to $248,498 at September 30, 2003, a decrease of $740,070, due
to the closing of our Delray facility and lack of inventory. A portion of the
remaining amounts due will be paid from existing inventory. Mr. Tenzer has also
personally guaranteed the floor plan.

Subsequent Events

         On December 4, 2003 the Company issued The Vantage Group 10,000,000
shares of restricted common stock in consideration of The Vantage Group's
forgiveness of $300,000 advanced to our Company. The shares were issued pursuant
to an exemption from registration provided by Section 4(2) of the Securities
Act. The shares contain a restrictive legend.

         On January 4, 2004, the Company issued Barry Tenzer warrants to
purchase 10,000,000 shares of restricted common stock of the Company,
exercisable at $.002 per share. The warrants are exercisable for a period of 2
years. The warrants were issued in consideration of Mr. Tenzer forgiving
advances he made to the Company. In addition, the Company has transferred titles
to all remaining automobiles in its inventory to Mr. Tenzer (including the
Saleen) and Mr. Tenzer has agreed to (1) have Ocean Bank release the Company
from any and all obligations under its floor plan and (2) repay the deposit made
by an investor on the Saleen. The warrants were issued pursuant to an exemption
from registration provided by Section 4(2) of the Securities Act. The warrants
contain a restrictive legend.

         In addition, on January 4, 2004, the Company issued The Vantage Group
25,000,000 shares of common stock in consideration of $125,000. The Company also
agreed to provide The Vantage Group with piggyback registration rights on the
shares. The shares were issued pursuant to an exemption from registration
provided by Section 4(2) of the Securities Act. The shares contain a restrictive
legend.

Item 3. Controls and Procedures

         As of the end of the period covered by this report, the Company carried
out an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This
evaluation was done under the supervision and with the participation of the
Company's Principal Executive Officer and Principal Financial Officer. Based
upon that evaluation, they concluded that the Company's disclosure controls and
procedures are effective in gathering, analyzing and disclosing information
needed to satisfy the Company's disclosure obligations under the Exchange Act.

         There has been no changes in the Company's internal control over
financial reporting during the fiscal quarter covered by this report that has
materially affected, or is reasonably likely to materially affect, its internal
control over financial reporting.

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<PAGE>
PART II  OTHER INFORMATION

Item 1. Legal Proceedings

         On July 3, 2002, CGF Securities, LLC filed a complaint in the Circuit
Court in and for Palm Beach County, Florida to demand the filing of a
registration statement covering certain shares of our restricted common stock
which were issued to certain accredited investors under a private placement
conducted by Associated Automotive Group, Inc. ("AAG") in which CGF Securities
served as placement agent. Certain affiliates of CGF Securities also purchased
shares of our common stock under the private placement. As a successor to AAG,
pursuant to the terms of the private placement we were obligated to file a
registration statement covering the shares issued in the private placement. We
included these shares in a registration statement filed with the SEC. We also
agreed to issue the investors of CGF Securities an aggregate of 550,807 shares
of our common stock and an undetermined additional number of shares to settle
the complaint and agreed to use our best efforts to complete the registration
statement. The 550,807 shares were also included in the registration statement.
The registration statement has been abandoned by the Company. On June 5, 2003,
CGF Securities filed a new complaint in the Circuit Court in and for Palm Beach
County, Florida realleging its initial complaint filed on July 3, 2002,
contending that our company breached our agreement with CGF Securities by
failing to diligently pursue the effectiveness of the registration statement.
CGF Securities also included Barry Tenzer, David Jacoby and Lyle Hauser as
defendants to this action. Lyle Hauser is the principal of The Vantage Group
Ltd. (our majority shareholder). CGF Securities is alleging that it has suffered
damages in the amount of $1,371,509 plus additional losses and attorneys' fees.
As of the date of this report, we cannot opine to the outcome of this matter.

         On July 22, 2002, a Schedule 13D was filed by Del Rey Beach Properties,
LLC relating to the beneficial ownership of certain shares of common stock of
our company held by Barry Tenzer, our chief executive officer. Del Rey Beach
Properties, LLC filed a Schedule 13D pursuant to a claim that it has exercised
an option to purchase certain shares of common stock held by Mr. Tenzer. Mr.
Tenzer challenged the validity of the claim and subsequently sold the shares in
question to The Vantage Group Ltd. (an unrelated third party at the date of the
transaction). The action was dismissed without prejudice by the United States
District Court for the Southern District of Florida of Miami Dade County. Del
Rey Beach Properties, LLC has amended and refiled their complaint. Mr. Tenzer
responded to the amended complaint and submitted a motion to dismiss. On July
14, 2003, the parties executed a Settlement Agreement and Mutual General Release
under which Mr. Tenzer and The Vantage Group Ltd. agreed to pay Del Rey Beach
Properties, LLC $80,000. In consideration for the $80,000, Del Rey Beach
Properties, LLC and its affiliates agreed to transfer 1,077,704 shares of the
Company's common stock owned by Del Rey Beach Properties, LLC and its affiliates
to the Company. The shares, which constitute the entire interest that Del Rey
Beach Properties, LLC and its affiliates hold in the Company, were returned to
the Company's treasury. Furthermore, all parties agreed to dismiss all actions
and claims against each other and all other related parties.

         During 2002 we signed two contracts with South Florida movie theaters
for screen advertising. We had a accrued balance of $23,520 as of December 31,
2002. We began negotiating a settlement for these contracts, but no settlement
was reached. To date, we have not been served with any legal action in
connection with our failure to pay the advertising fee.

                                       15
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Item 2. Changes in Securities and Use of Proceeds

         None.

Item 3. Defaults Upon Senior Securities

         None.

Item 4. Submission of Matters to a Vote of Securities Holders

         None.

Item 5. Other Information

         In April 2003, effective August 2003 Barry Tenzer agreed to step down
as our Chief Executive Officer. He has continued to serve as Chairman of our
Board of Directors. Michelle Mathis, a director of our company, replaced Mr.
Tenzer and served as our Interim Chief Executive Officer through early March
2004. In addition, in April 2003, effective August 2003, David Jacoby agreed to
resign as our vice president and Principal Financial Officer. Mr. Jacoby has
also resigned from our Board of Directors. Mr. Jacoby has agreed to remain with
our company as a consultant through March 2004 in consideration for forgiveness
of his debt to our Company. Ms. Mathis replaced Mr. Jacoby as Interim Principal
Financial Officer and served as our Interim Principal Financial Officer through
early March 2004. Effective early March 2004, Mr. Tenzer replaced Michelle
Mathis as Chief Executive Officer and Principal Financial Officer. Ms. Mathis
also resigned from our Board of Directors, effective early March 2004.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits required by Item 601 of Regulation S-B

         23.1     Letter from former Independent Accountant (previously filed on
                  Form 8-K dated February 28, 2003)
         31.1     Certification by Chief Executive Officer
         31.2     Certification by Principal Financial Officer
         32.1     Section 906 Certification by Chief Executive Officer
         32.2     Section 906 Certification by Principal Financial Officer

(b)      Reports on Form 8-K

         None.
















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                                   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 as a duly authorized officer and the chief financial officer of the
Registrant.


                                             MOTOR CARS AUTO GROUP INCORPORATED


Dated: May 3, 2004                           By: /s/ Barry Tenzer
                                                --------------------------------
                                                Barry Tenzer
                                                Principal Executive Officer and
                                                Principal Financial Officer













































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