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, 2002.

         ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ___________________ to ______________________.

Commission file number: 0-24681


                    ASSOCIATED AUTOMOTIVE 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.)

  2600 South Federal Highway, Delray Beach, Florida             33483
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code: (561) 279-8700


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 [X]                        No [ ]


                      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 November 14, 2002, 12,722,822
shares of $.0001 par value common stock were outstanding.


<PAGE>
                                      INDEX

<TABLE>
<CAPTION>


<S>                                                                                           <C>
PART I.  Financial Information.

ITEM 1.  Financial Statements for September 30, 2002 (Unaudited)                              3

         Condensed Consolidated Balance Sheets                                                4

         Condensed Consolidated Statements of Operations                                      5-6

         Condensed Consolidated Statement of Stockholders' Equity                             7

         Condensed Consolidated Statements of Cash Flows                                      8-9

         Notes to Condensed Consolidated Financial Statements                                 10-16

ITEM 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.                                                 17

ITEM 3.  Controls and Procedures.                                                             20

PART II. Other Information.                                                                   21
</TABLE>




























                                       2





<PAGE>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES

PART I        FINANCIAL INFORMATION

Item 1.       Financial Statements

              Certain information and footnote disclosures normally included in
              financial statements prepared in accordance with accounting
              principles generally accepted in the United States of America have
              been condensed or omitted pursuant to the rules and regulations of
              the Securities and Exchange Commission (the "Commission").
              Although the Company believes the disclosures made are adequate to
              make the information presented not misleading and, in the opinion
              of management, all adjustments have been reflected which are
              necessary for a fair presentation of the information shown and the
              accompanying notes, these condensed unaudited consolidated
              financial statements should be read in conjunction with the
              audited consolidated financial statements for the year ended
              December 31, 2001. The results for the nine months ended September
              30, 2002 are not necessarily indicative of the results of
              operations for a full year or of future periods.


































                                       3
<PAGE>
<TABLE>
<CAPTION>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                    September 30, 2002 and December 31, 2001

                           A S S E T S                                             September 30, 2002  December 31, 2001
                           -----------                                             ------------------  -----------------
                                                                                      (Unaudited)
<S>                                                                                   <C>                  <C>
Current Assets:
   Cash, net                                                                          $ 1,312,307          $    36,562
   Accounts receivable, net                                                             1,133,690              551,056
   Inventories                                                                          4,136,978            2,527,198
   Due from officers                                                                    1,246,379              679,828
   Prepaid expenses                                                                        50,874               43,987
                                                                                      -----------          -----------

         Total Current Assets                                                           7,880,228            3,838,631

Property and equipment, net                                                               222,083              229,878
Goodwill                                                                                  819,510                   --
Deposits and other assets                                                                 420,897              238,502
                                                                                      -----------          -----------

                                                                                      $ 9,342,718          $ 4,307,011
                                                                                      ===========          ===========
              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable and accrued expenses                                              $ 1,874,496          $   624,499
   Notes payable - bank                                                                 2,367,964            1,151,819
   Bank loan payable                                                                           --               85,000
   Current portion of long-term debt                                                        8,891                8,147
   Customer deposits                                                                      278,674              165,499
   Due to officers                                                                        728,972                   --
                                                                                      -----------          -----------

         Total Current Liabilities                                                      5,258,997            2,034,964
                                                                                      -----------          -----------

Long-Term Debt                                                                            426,936                7,472
                                                                                      -----------          -----------

Commitments and Contingencies                                                                  --                   --

Stockholders' Equity:
   Class A, Common stock; $.0001 par value,
     80,000,000 shares authorized, 12,722,822 shares
     and 5,266,665 shares issued and outstanding at at
     September 30, 2002 and December 31, 2001, respectively                                 1,272                5,267
   Class B, Common stock; $.0001 par value,
      2,000,000 shares authorized and un-issued                                                --                   --
   Preferred stock; $.0001 par value
      5,000,000 shares authorized and un-issued                                                --                   --
   Additional paid-in capital                                                           7,605,269            6,380,284
   Accumulated deficit                                                                 (3,949,756)          (4,120,976)
                                                                                      -----------          -----------

         Total Stockholders' Equity                                                     3,656,785            2,264,575
                                                                                      -----------          -----------

                                                                                      $ 9,342,718          $ 4,307,011
                                                                                      ===========          ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
                                       4
<PAGE>
<TABLE>
<CAPTION>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                  Nine Months Ended September 30, 2002 and 2001


                                                        2002             2001
                                                     ------------    ------------
                                                    (Unaudited)      (Unaudited)
<S>                                                  <C>             <C>
Sales                                                $ 41,862,047    $ 28,878,314

Cost of Sales                                          40,109,039      28,113,235
                                                     ------------    ------------

Gross Profit                                            1,753,008         765,079

Finance, Insurance, Warranty and
  Other Income, net                                       228,820         192,759
                                                     ------------    ------------

                                                        1,981,828         957,838

Operating Expenses                                      4,667,206       1,597,093
                                                     ------------    ------------

Loss from Operations                                   (2,685,378)       (639,255)

Other (Expense):
   Interest Expense                                      (116,245)       (241,914)
                                                     ------------    ------------

Net Loss                                             $ (2,801,623)   $   (881,169)
                                                     ============    ============


Net Loss per Common Share                            $      (.230)   $      (.077)
                                                     ============    ============


Weighted Average Shares Outstanding                    12,177,235      11,392,822
                                                     ============    ============
</TABLE>























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

                                       5
<PAGE>
<TABLE>
<CAPTION>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                 Three Months Ended September 30, 2002 and 2001





                                                               2002            2001
                                                           ------------     -----------
                                                             (Unaudited)     (Unaudited)
<S>                                                         <C>             <C>
Sales                                                       $  9,913,853    $  7,500,956

Cost of Sales                                                  9,460,529       7,249,909
                                                            ------------    ------------

Gross Profit                                                     453,324         251,047

Finance, Insurance, Warranty and
  Other Income, net                                               34,630          49,764
                                                            ------------    ------------

                                                                 487,954         300,811

Operating Expenses                                             1,208,268         637,664
                                                            ------------    ------------

Loss from Operations                                            (720,314)       (336,853)

Other (Expense):
   Interest Expense                                              (39,851)       (144,117)
                                                            ------------    ------------

Net Loss                                                    $   (760,165)   $   (480,970)
                                                            ============    ============


Net Loss per Common Share                                   $      (.060)   $      (.042)
                                                            ============    ============


Weighted Average Shares Outstanding                           12,722,822      11,392,822
                                                            ============    ============
</TABLE>





















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

                                       6
<PAGE>
<TABLE>
<CAPTION>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
       Condensed Consolidated Statement of Changes in Stockholders' Equity
                  For the Nine Months Ended September 30, 2002


                                                                                                                       Total
                                                              Common Stock           Additional     Accumulated   Stockholders'
                                                          Shares         Amount    Paid-In Capital    Deficit        Equity
                                                          ------         ------    ---------------    -------        ------
<S>                                                       <C>          <C>            <C>            <C>            <C>
Balance, December 31, 2001                                5,266,665    $     5,267    $ 6,380,284    $(4,120,976)   $ 2,264,575

Reclassification of undistributed losses of
  Motorcars upon acquisition (unaudited)                         --             --     (2,972,843)     2,972,843             --
                                                        -----------    -----------    -----------    -----------    -----------

Balance, December 31, 2001 - revised                      5,266,665          5,267      3,407,441     (1,148,133)     2,264,575

Redemption of privately held shares pursuant to share
 exchange agreement (unaudited)                          (5,266,665)        (5,267)    (3,407,441)            --     (3,412,708)

Issuance of Class A common stock/reorganization
  (unaudited)                                            11,392,822          1,139      3,337,652             --      3,338,791

Issuance of shares in exchange for legal services
  rendered in 2001 and 2000 at $.50 per share
  (unaudited)                                                60,000              6         29,994             --         30,000

Issuance of Class A common stock -  upon acquisition
 of subsidiary at $3.84 per share (unaudited)               750,000             75      2,879,925             --      2,880,000

Officer's compensation contributed (unaudited)                   --             --         57,750             --         57,750

Sale of common stock at $2.50 per share (unaudited)         520,000             52      1,299,948             --      1,300,000

Net loss (unaudited)                                             --             --             --     (2,801,623)    (2,801,623)
                                                        -----------    -----------    -----------    -----------    -----------

Balance, September 30, 2002 (unaudited)                  12,722,822    $     1,272    $ 7,605,269    $(3,949,756)   $ 3,656,785
                                                        ===========    ===========    ===========    ===========    ===========
</TABLE>





























The accompanying notes are an integral part of these condensed consolidated
financial statements.
                                       7
<PAGE>
<TABLE>
<CAPTION>

            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

              For the Nine Months Ended September 30, 2002 and 2001


                                                                                  2002            2001
                                                                               -----------    ------------
<S>                                                                            <C>            <C>
Cash Flows from Operating Activities:
   Net loss                                                                    $(2,801,623)   $  (881,169)
   Adjustments to reconcile net loss to net cash (used
     in) provided by operating activities:
     Depreciation and amortization                                                 134,250         83,372
     Officer's compensation contributed                                             57,750             --
   Changes in assets and liabilities:
     Decrease (increase) in:
       Accounts receivable                                                         265,125        706,657
       Inventories                                                                 (85,732)     1,037,999
       Prepaid expenses                                                             (6,887)       (36,922)
       Deposits and other assets                                                  (160,450)        90,910
     Increase (decrease) in:
       Accounts payable and accrued expenses                                       561,447       (583,714)
       Customer deposits                                                           113,175        (45,420)
                                                                               -----------    -----------

Net Cash (Used in) Provided by Operating Activities                             (1,922,945)       371,713
                                                                               -----------    -----------

Cash Flows from Investing Activities:
   Cash paid to acquire subsidiary                                                (500,000)            --
   Purchase of property and equipment                                             (108,591)       (12,793)
   Advances to officers                                                           (566,551)      (311,000)
                                                                               -----------    -----------

Net Cash Used in Investing Activities                                           (1,175,142)      (323,793)
                                                                               -----------    -----------

Cash Flows from Financing Activities:
   Net proceeds (repayments) under floor plan line-of-credit                       383,833       (350,063)
   Proceeds from long-term debt                                                    500,000             --
   Principal payments on long-term debt                                           (103,328)        (5,514)
   Repayment of bank loan payable                                                  (85,000)            --
   Proceeds from note payable - related party                                           --        348,000
   Cash held by acquired subsidiary                                                819,729             --
   Liabilities paid by seller of subsidiary at acquisition                       1,602,515             --
   Net proceeds from issuance of common stock                                    1,256,083             --
                                                                               -----------    -----------

Net Cash Provided by (Used in) Financing Activities                              4,373,832         (7,577)
                                                                               -----------    -----------

Net Increase in Cash                                                             1,275,745         40,343
Cash - Beginning of Period                                                          36,562        110,229
                                                                               -----------    -----------

Cash - End of Period                                                           $ 1,312,307    $   150,572
                                                                               ===========    ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       8

<PAGE>
<TABLE>
<CAPTION>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
           Condensed Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

              For the Nine Months Ended September 30, 2002 and 2001





                                                                              2002                         2001
                                                                       -----------------            -----------------
<S>                                                                    <C>                          <C>
Supplemental Disclosure on Non-Cash Investing
 and Financing Activities:
   Acquisition of Subsidiary:
     Shares issued to acquire subsidiary                               $      (2,880,000)           $              --
     Down payment                                                               (500,000)                          --
     Goodwill on acquisition of subsidiary                                       819,510                           --
                                                                       -----------------            -----------------

     Net assets acquired                                               $      (2,560,490)           $              --
                                                                       =================            =================

   Issuance of shares in consideration for
     legal services                                                    $          30,000            $              --
                                                                       =================            =================
</TABLE>

























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

                                        9


<PAGE>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                  For the Nine Months Ended September 30, 2002


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization - Associated Automotive Group Incorporated, formerly
         Uniservice Corporation, (the "Company" or "AAGI") was incorporated
         in November 1997 as a holding company to acquire Inversiones e
         Inmobiliaria Kyoto, S.A.'s 99.97% interest in Kentucky Foods
         Chile, S.A. ("KFC Chile"), the exclusive franchise operator of KFC
         restaurants in Chile. In August 1998, Uniservice acquired 99.97%
         of Inversiones e Inmobiliaria Kyoto's interest in KFC Chile in
         exchange for 1,399,900 shares of Class B common stock which
         occurred simultaneously with the closing of the initial public
         offering of Uniservice's stock.

         Pursuant to a Share Exchange Agreement dated January 9, 2002, the
         Company acquired 100% of the outstanding capital stock of
         Associated Automotive Group, Inc., a Nevada corporation, in
         exchange for 9,367,822 shares of its Class A common stock. These
         shares were issued to the stockholders and affiliates of
         Associated Automotive Group, Inc. in exchange for their wholly
         owned interest in Associated Automotive Group, Inc. At the time of
         acquisition, the stockholders of Associated Automotive, Inc.
         acquired control of the Company and accordingly, for accounting
         purposes, Associated Automotive Group, Inc. was treated as the
         acquiring entity.

         Immediately prior to the Share Exchange Agreement described above
         and pursuant to a Stock Purchase Agreement, the Company sold its
         interest in KFC Chile to its former chief executive officer and
         principal stockholder. In this transaction, 825,000 shares of the
         1,400,000 shares of the Company's Class B common stock held by its
         former chief executive officer were canceled, and the balance of
         575,000 shares of its Class B common stock were converted into
         shares of Class A common stock on a one for one basis.

         Associated Automotive Group, Inc., is a holding company which was
         formed to own and operate various highline exotic car dealerships
         and other automotive businesses throughout the United States. In
         July 2001, Associated Automotive Group, Inc. acquired 100% of the
         common stock of Motorcars of South Florida, Inc., which had
         operated as an automobile dealership located in Delray Beach,
         Florida since its inception in 1994. At the time of acquisition,
         the stockholders of Motorcars of South Florida, Inc. acquired
         control of Associated Automotive Group, Inc. and accordingly, for
         accounting purposes, Motorcars was treated as the acquiring
         entity.

         During January 2002, Associated Automotive Group, Inc. acquired
         100% of the common stock of C&K Auto Imports, Inc., a New Jersey
         Corporation. This acquisition was accounted for under the purchase
         method of accounting which resulted in the Company recording
         approximately $820,000 of goodwill.

                                       10
<PAGE>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
        Notes to Condensed Consolidated Financial Statements (Continued)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

         Principles of Consolidation - The condensed consolidated financial
         statements include the accounts of Associated Automotive Group
         Incorporated and its wholly owned subsidiaries, Associated
         Automotive Group, Inc., Motorcars of South Florida, Inc., C&K Auto
         Imports, Inc. and Motor Cars Auto Group, Inc. All significant
         inter-company balances and transactions have been eliminated in
         consolidation. As a result of the reorganization, the condensed
         consolidated financial statements include the accounts of
         Associated Automotive Group, Inc. since its inception in July 2001
         and Motorcars of South Florida, Inc. as of December 31, 2001 and
         September 30, 2002 and for the period from January 1, 2002 to
         September 30, 2002.

         Estimates - The preparation of condensed consolidated financial
         statements in conformity with accounting principles generally
         accepted in the United States of America requires management to
         make estimates and assumptions that affect certain reported
         amounts of assets and liabilities and disclosure of contingent
         assets and liabilities at the date of the financial statements and
         the reported amounts of revenues and expenses during the reporting
         period. Actual results could differ from those estimates.

         Loss Per Common Share - Basic loss per common share is computed by
         dividing the loss by the weighted average number of shares
         outstanding of 12,722,822 and 12,177,235 for the three months and
         nine months ended September 30, 2002, respectively. Diluted
         earnings (loss) per share is computed giving effect to all
         dilutive potential common shares outstanding during the period.
         Warrants issued that have exercise prices greater than the
         existing market value of the Company's stock are deemed
         anti-dilutive and are not components of loss per share. Because
         the results for the periods ending September 30, 2002 reflected a
         net loss, basic and diluted loss per share are the same.

NOTE 2 - CAPITAL STRUCTURE, PUBLIC OFFERINGS AND PRIVATE PLACEMENTS

         On January 1, 2002, the Company issued 60,000 shares of Class A
         common stock to Atlas Pearlman, P.A. as payment for legal services
         performed during 2000 and early 2001. The issuance of the shares
         was exempt from registration under Section 4(2) of the Securities
         Act. The shares issued contain a legend restricting their
         transferability absent registration or an available exemption.

         On January 10, 2002, Mr. Ricardo Vilensky converted 575,000 shares
         of Class B common stock into shares of the Class A common stock.
         Pursuant to the conversion rights of the Class B shares, the
         Company issued Mr. Vilensky 575,000 shares of the Class A common
         stock. The Class B shares were retired and returned to treasury.
         The shares were issued pursuant to the exemption from registration
         provided by Section 4(2) of the Securities Act.

                                       11

<PAGE>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
        Notes to Condensed Consolidated Financial Statements (Continued)


NOTE 2 - CAPITAL STRUCTURE, PUBLIC OFFERINGS AND PRIVATE PLACEMENTS
         (Continued)

         Effective January 10, 2002, pursuant to a share exchange agreement
         dated January 9, 2002 with Associated Automotive Group, Inc., the
         Company issued an aggregate of 9,367,822 shares of the Class A
         common stock to the stockholders of Associated Automotive Group,
         Inc. and its affiliates. In connection with this transaction, the
         Company issued shares to 45 individuals and entities. The shares
         were issued pursuant to the exemption from registration provided
         by Section 4(2) of the Exchange Act. The shares issued contain a
         legend restricting their transferability absent registration or an
         available exemption.

         In addition, effective January 10, 2002, the Company issued
         Hyperion Partners Corp. a warrant to purchase 55,000 shares of the
         Class A common stock, exercisable at $.05 per share for a period
         of three years. The warrant was issued pursuant to the share
         exchange agreement with Associated Automotive Group, Inc. The
         warrant was issued pursuant to the exemption from registration
         provided by Section 4(2) of the Exchange Act. The warrant issued
         contain a legend restricting its transferability absent
         registration or an available exemption.

         On February 5, 2002, pursuant to a stock purchase agreement
         entered into on January 22, 2002, effective January 9, 2002, by
         and between C&K Auto Imports, Inc. and Associated Automotive
         Group, Inc., the Company issued 750,000 shares of the Class A
         common stock to Doron Sauer (the sole stockholder of C&K). The
         shares were issued pursuant to the exemption from registration
         provided by Section 4(2) of the Exchange Act. The shares issued
         contain a legend restricting their transferability absent
         registration or an available exemption.

         In April 2002, the Company completed a private placement of
         securities under which the Company raised $1,300,000 through the
         sale of securities to five accredited investors. Pursuant to the
         terms of the offering, the Company sold an aggregate of 520,000
         shares of the Class A common stock and warrants exercisable at
         $6.00 per share to purchase an aggregate of 174,000 shares of the
         Class A common stock. The warrants are exercisable for a period of
         two years from the date of issuance and are callable at $.0001 per
         share if the Class A common stock trades at or above $4.50 per
         share for a period of ten consecutive days. The securities issued
         pursuant to the private placement were issued under an exemption
         from registration pursuant to Section 4(2) of the Securities Act.
         The securities issued contain a legend restricting their
         transferability absent registration or an available exemption.

                                       12
<PAGE>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
        Notes to Condensed Consolidated Financial Statements (Continued)


NOTE 2 - CAPITAL STRUCTURE, PUBLIC OFFERINGS AND PRIVATE PLACEMENTS
         (Continued)

         On May 3, 2002, the Company entered into a Securities Purchase
         Agreement with Laurus Master Fund, Ltd., under which the Company
         sold Laurus a 9% convertible note in an aggregate principal amount
         of $500,000, convertible into shares of the Company's Class A
         common stock at $3.09 per share. The Company's obligations under
         the convertible note are secured by a security interest in the
         Company's property and inventory. In addition, the Company issued
         Laurus a warrant to purchase 65,000 shares of the Class A common
         stock, exercisable for a period of two years, at $3.30 per share,
         subject to adjustment. The securities issued pursuant to the
         private placement were issued under an exemption from registration
         pursuant to Section 4(2) of the Securities Act. The securities
         issued contain a legend restricting their transferability absent
         registration or an available exemption.

NOTE 3 - LIQUIDITY AND CAPITAL RESOURCES

         The accompanying condensed consolidated financial statements
         report that the Company incurred a net loss of approximately
         $2,802,000 for the nine months ended September 30, 2002. In
         addition, as of September 30, 2002, the Company has an accumulated
         deficit of approximately $3,950,000. In addition, at various times
         during the nine months ended September 30, 2002, the Company has
         not been in compliance with certain provisions of a bank note
         payable.

         The Company's management believes they can reduce operating
         expenses, restore profitability and raise additional financing or
         capital as needed. In addition, management of the Company expects
         continued forbearance from its lender of the loan provisions
         addressed above. The availability of adequate financing and
         capital is essential to the Company's future operations. No
         assurance can be given that the Company will be successful in
         these efforts.

NOTE 4 - INVENTORIES

         Inventories consisted of the following as of September 30, 2002
         and December 31, 2001:
<TABLE>
<CAPTION>
                                               September 30,     December 31,
                                                   2002             2001
                                            ----------------   ----------------
<S>                                                <C>                <C>
              New                           $         96,237   $         91,671
              Used                                 3,972,851          2,414,945
              Parts and accessories                   67,890             20,582
                                            ----------------   ----------------

                                            $      4,136,978   $      2,527,198
                                            ================   ================

</TABLE>

                                       13

<PAGE>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
        Notes to Condensed Consolidated Financial Statements (Continued)


NOTE 5 - DEPOSITS AND OTHER ASSETS

         Deposits and other assets consisted of the following as of
         September 30, 2002 and December 31, 2001:
<TABLE>
<CAPTION>
                                                                  September 30,              December 31,
                                                                      2002                       2001
                                                                ----------------          ----------------
<S>                                                             <C>                       <C>
              Deposits on future acquisition                    $         54,000          $        200,000
              Deposits on vehicles                                       250,000                        --
              Other deposits                                              74,254                    14,279
              Loan costs                                                  14,000                        --
              Other assets                                                28,643                    24,223
                                                                ----------------          ----------------

                                                                $        420,897          $        238,502
                                                                ================          ================
</TABLE>
NOTE 6 - OPERATING EXPENSES

         Operating expenses for the nine months ended September 30, 2002
         consisted of the following:
<TABLE>
<CAPTION>
<S>                                                           <C>
              Salaries, wages and other                       $      1,009,148
              Rent                                                     328,533
              Utilities                                                 39,824
              Insurance                                                101,456
              Depreciation and amortization                            134,250
              Advertising                                              226,436
              Travel and entertainment                                  92,433
              Professional fees                                        644,224
              Organizational expenses and
                start up costs                                         272,937
              Bad debt expense                                         811,691
              Consulting fees                                           45,000
              Abandoned acquisitions                                   154,000
              Other selling and administrative
               expenses                                                807,274
                                                              ----------------

                                                              $      4,667,206
                                                              ================
</TABLE>











                                       14
<PAGE>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
        Notes to Condensed Consolidated Financial Statements (Continued)


NOTE 7 - ACQUISITION

         The Company acquired C&K Auto Imports, Inc. ("C&K") pursuant to a
         stock purchase agreement effective January 9, 2002. C&K sells
         various highline and exotic used vehicles to customers and
         wholesalers in the New York City metropolitan area. Consideration
         for the transaction consisted of $500,000 cash and the issuance of
         750,000 shares of the Company's common stock valued at $3.84 per
         share. The acquisition was accounted for under the purchase method
         of accounting which resulted in the Company recording
         approximately $820,000 of goodwill.

         The unaudited proforma combined historical results, as if C&K had
         been acquired at the beginning of the period ended September 30,
         2001, are estimated to be:
<TABLE>
<CAPTION>
                                                     For the Nine Months
                                                     Ended September 30,
                                                             2001
                                                     -------------------
<S>                                                    <C>
              Net sales                                $     46,930,000
              Net loss                                         (750,000)
              Loss per share                                      (.066)
</TABLE>
         The proforma results are not necessarily indicative of what
         actually would have occurred if the acquisition had been completed
         as of the beginning of the period presented, nor are they
         necessarily indicative of future consolidated results. The results
         reported for the nine months ended September 30, 2002 include the
         acquisition of C&K. Therefore, no proforma for the nine months
         ended September 30, 2002 was necessary. The operating results
         between January 1, 2002 and January 9, 2002 (the effective date of
         the purchase agreement) were not material.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

         Operating Leases - The Company leases showroom and office space
         with expiration dates ranging from 2003 to 2007. Future minimum
         lease payments are approximately as follows:
<TABLE>
<CAPTION>
<S>           <C>                                               <C>
              2003                                              $        296,000
              2004                                                       271,000
              2005                                                       283,000
              2006                                                       295,000
              2007                                                       125,000
                                                                ----------------

                                                                $      1,270,000
                                                                ================
</TABLE>


                                       15

<PAGE>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
        Notes to Condensed Consolidated Financial Statements (Continued)


NOTE 8 - COMMITMENTS AND CONTINGENCIES (Continued)

         Litigation - The Company is involved in various legal proceedings
         arising in its ordinary course of business. Management, after
         consulting with legal counsel, is of the opinion that the ultimate
         outcome of these legal proceedings will not have a material effect
         on the Company's financial position or results of operations.

         Employment Agreements - On September 1, 2001, David Jacoby entered
         into an employment agreement with the Company to serve as vice
         president for a five-year term. In consideration for his services,
         Mr. Jacoby receives an annual base salary of $150,000 and a $500
         per month expense allowance. In addition, Mr. Jacoby is provided
         with a company car and health care coverage for himself and his
         family.

         On July 26, 2001, Barry Tenzer entered into a stock purchase
         agreement with the Company in connection with the purchase of
         Motor Cars of South Florida, Inc. Under this agreement Mr. Tenzer,
         in connection with his duties as chairman, shall receive a monthly
         expense allowance of $4,000 through July 2005. In addition, Mr.
         Tenzer has the exclusive use of two company vehicles through July
         2006. The condensed consolidated financial statements for the nine
         months ended September 30, 2002, include imputed salary of Mr.
         Tenzer based on an annual salary of $125,000 less the monthly
         amounts pursuant to the stock purchase agreement.




















                                       16

<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.

Management discussion and analysis of financial condition and results of
operations has been prepared using historical information for the period ended
September 30, 2002 and the period ended September 30, 2001. The comparison of
results of operations may be misleading due to the acquisition of C&K Auto
Imports, Inc. in January 2002.

Results of Operations

Nine Months Ended September 30, 2002 as Compared to the Nine Months Ended
September 30, 2001

Total sales for the nine months ended September 30, 2002, were $41,862,047 an
increase of $12,983,733 compared to total sales of $28,878,314 for the nine
months ended September 30, 2001. The substantial increase in sales was due
directly to the acquisition of C&K Auto Imports, Inc. In addition, since January
2002 the Company has focused its sales effort on higher priced highline and
exotic cars. In doing so, the Company experienced a higher sales price per
vehicle.

Cost of sales increased from $28,113,235 for the nine months ended September 30,
2001 to $40,109,039 for the nine months ended September 30, 2002, an increase of
$11,995,804 or almost 43%. The increase in cost of sales was attributed directly
to a higher volume of sales as a result of the C&K Auto Imports, Inc.
acquisition.

Due to the increase in sales, the gross profit increased to $1,753,008 for the
nine months ended September 30, 2002 from $765,079 for the nine months ended
September 30, 2001, an increase of $987,929 or 129%. The gross margin increased
from 2.6% for the nine months ended September 30, 2001, to 4.2% for the nine
months ended September 30, 2002 or approximately a 58% increase in the gross
profit margins. The increase was due to the Company's focus on the sale of
higher priced highline and exotic cars which have higher profit margins.

Income generated from finance, insurance, warranty and other income increased
from $192,759 for the nine months ended as of September 30, 2001 to $228,820 for
the nine months ended September 30, 2002. The increase of $36,061 or
approximately 19% is a direct result of a higher volume of sales.

Operating expenses increased from $1,597,093 for the nine months ended September
30, 2001 to $4,667,206 for the nine months ended September 30, 2002, an increase

                                       17

<PAGE>
of $3,070,113. The substantial increase in operating expenses of approximately
192% was attributable to certain non-recurring expenses incurred during 2002 in
connection with the Company's reorganization, as well as the expenses associated
with potential acquisitions that were not consummated. These expenses include
legal, audit and consulting fees of approximately $750,000. Operating expenses
also include certain forfeited deposits paid in connection with acquisitions
that were not consummated (approximately $150,000). In addition, the Company
incurred the expenses of setting up a reserve for the potential uncollectability
of a receivable due from a former employee.

Interest expense decreased from $241,914 for the nine months ended September 30,
2001 to $116,245 for the nine months ended September 30, 2002, a decrease of
$125,669. The decrease in interest expense is due to a decrease in average debt
outstanding for the nine months ended September 30, 2002. This decline is due
mainly to the conversion to equity of certain debt owed to a principal of the
Company and an overall decrease in interest rates.

Net loss for the nine months ended September 30, 2002 increased from $(881,169)
for the nine months ended September 30, 2001 to $(2,801,623) for the nine months
ended September 30, 2002, an increase of $1,920,454. The net loss is a direct
result of the large dollar and percentage increase in operating expenses. A
large portion of the net loss was attributable to certain non-recurring expenses
associated with the Company's reorganization, acquisitions and the potential
acquisitions that were not consummated. In addition, the Company incurred the
non-recurring expenses of setting up a reserve account for the potential
uncollectability of a receivable due from a former employee.

Three Months Ended September 30, 2002 as Compared to the Three Months Ended
September 30, 2001

Total sales for the three months ended September 30, 2002, were $9,913,853 an
increase of $2,412,897 compared to total sales of $7,500,956 for the three
months ended September 30, 2001. The increase in sales is directly attributable
to the acquisition of C&K Auto Imports, Inc. that was completed in January 2002.
In addition, since January 2002, the Company has focused its sales effort on a
higher priced highline and exotic cars. In doing so, the Company experienced a
higher sales price per vehicle.

Cost of sales increased from $7,249,909 for the three months ended September 30,
2001 to $9,460,529 for the three months ended September 30, 2002, an increase of
$2,210,620 or approximately 30%. This increase in cost of sales was attributed
mainly to the acquisition of C&K Auto Imports, Inc. that was acquired in the
first quarter of the year 2002.

Due to the increase in sales, the gross profit increased to $453,324 for the
three months ended September 30, 2002 from $251,047 for the three months ended
September 30, 2001, an increase of $202,277. Gross margins increase from 3.3%
for the three months ended September 30, 2001 to 4.6% for the three months ended
September 30, 2002 or approximately 37% increase in the gross profit margins.
This increase was due to the Company's focus on the sale of higher priced
highline and exotic cars which have higher profit margins.

Income generated from finance, insurance, warranty and other income decreased
from $49,764 for the three months ended September 30, 2001 to $34,630 for the
three months ended September 30, 2002, an increase of $15,134.

Operating expenses increased from $637,664 for the three months ended September
30, 2001 to $1,208,268 for the three months ended September 30, 2002, an
increase of $570,604 or approximately 89%. The substantial increase in operating
expenses was attributable to certain non- recurring expenses incurred during

                                       18
<PAGE>
2002 in connection with the Company's 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.
Also, the Company set up a 50% reserve for certain deposits because of the
uncertainty of the collectability of funds due to acquisitions that were not
consummated. In addition, the Company incurred the expense of establishing a
reserve for the potential uncollectability of a receivable due from a former
employee.

Interest expense decreased from $144,117 for the three months ended September
30, 2001 to $39,851 for the three months ended September 30, 2002, a decrease of
$104,266 due to a decrease in the average debt outstanding for the three months
ended September 30, 2001. The decline is due to the conversion of certain debt
to a principal of the Company into equity and the overall decrease in interest
rates.

For the three months ended September 30, 2002, there was a net loss of
$(760,165) compared to a net loss of $(480,970) for the three months ended
September 30, 2001. The net loss is a direct result of the large dollar and
percentage increase in operating expenses. A large portion of the net loss was
attributable to certain non-recurring expenses associated with the Company's
reorganization in January 2002, the acquisitions that were not consummated and
related due diligence expenses. In addition, a portion of the net loss was
attributable to the reserve set up for the potential uncollectability of a
receivable due from a former employee.

Liquidity and Capital Resources

At September 30, 2002 the Company had total stockholders' equity of $3,656,785
as compared to stockholders' equity of $2,264,575 at December 31, 2001. In
addition, the Company's working capital at September 30, 2002 was $2,621,231as
compared to $1,803,667at December 31, 2001. The significant increases in
stockholders equity and working capital was a result of the C&K Auto Imports,
Inc. acquisition and the additional capital received through the issuance of the
Company's securities.

During the nine month period ended September 30, 2002 the Company received
proceeds from the private sale of its class A common stock and common stock
purchase warrants to 5 accredited investors in the approximate amount of
$1,300,000.

On May 3, 2002, the Company entered into a securities purchase agreement with
Laurus Master Fund, Ltd. Under the agreement the Company received $500,000 and
issued Laurus Master Fund, Ltd. a 9% convertible note in an aggregate principal
amount of $500,000, convertible into shares of the Company's class A common
stock at $3.09 per share.

The Company intends to seek additional equity capital which will be used to
increase its ability to purchase additional inventory and for future accretive
acquisitions. The Company's goal is to finance its future operations from
profitable operating cash flows.

Accounts receivable increased from $551,056 at December 31, 2001 to $1,133,690
at September 30, 2002, an increase of $582,634 primarily due to the acquisition
of C&K Auto Imports, Inc. in January 2002 and an increase in wholesale
transactions made by Motorcars of South Florida in September2002.

Inventories increased from $2,527,198 at December 31, 2001 to $4,136,978 at
September 30, 2002, an increase of $1,609,780. This increase was primarily due
to the acquisition of C&K Auto Imports, Inc. in January 2002.

Due from related parties (officers) increased from $679,828 at December 31, 2001
to $1,246,379 at September 30, 2002. The increase is primarily due to the

                                       19
<PAGE>
consolidation of funds due from related parties of Motorcars of South Florida
and C&K Auto Imports, Inc. As of November 19, 2002, the amount due from related
parties was reduced to $973,379. The portion of funds due from related parties
of Motorcars of South Florida has been reduced by $500,000 since June 30, 2002.

Deposits and other assets increased from $238,502 at December 31, 2001 to
$420,897 at September 30, 2002, an increase of $182,395. This increase was
primarily the result of deposits made for the purchase of two Saleen
automobiles.

Accounts payable and accrued expenses increased from $624,499 at December 31,
2001 to $1,874,496 at September 30, 2002, an increase of $1,249,997. The large
increase in payables is mainly attributed to the C&K Auto Imports, Inc.
acquisition and fees associated with potential acquisitions. These payables
include legal, audit and consulting. In addition, the Company purchases
automobiles at auctions or from other dealers for immediate resale against
standing orders. These sales are usually consummated within days of the vehicle
purchases; however, until titles to these automobiles are properly transferred a
short term payable is accrued.

Amounts due under the revolving floor plan increased from $1,151,819 at December
31, 2001 to $2,367,964 at September 30, 2002, an increase of $1,216,145. This
increase was primarily due to the acquisition of C&K Auto Imports, Inc., and the
consolidation of its floor plan with Motorcars of South Florida's floor plan.

The Company anticipates that its cash requirements will continue to increase as
it continues to expend substantial resources to build its infrastructure,
develop its business plan, establish its sales and marketing network,
operations, customer support and administrative organizations. The Company
currently anticipates that its available cash resources and cash generated from
operations and private financing will be sufficient to meet its presently
anticipated working capital and capital expenditure requirements for the next
twelve months. As of September 30, 2002, there were no commitments for long-term
capital expenditures. If the Company is unable to maintain profitability, or
seeks further expansion, additional funding will become necessary. No assurances
can be given that either equity or debt financing will be available.

Item 3. Controls and Procedures

Evaluation of disclosure controls and procedures
------------------------------------------------

Within the 90 days prior to the filing date of 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 Accounting 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.

Changes in internal controls
----------------------------

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls since the most recent
evaluation of such controls.

                                       20
<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 the Company's restricted common stock which
were issued under a private placement in which CGF Securities served as
placement agent. Pursuant to an agreement with CGF Securities, the Company was
obligated to file a registration statement covering the shares. A registration
statement covering the shares was subsequently filed on August 12, 2002. With
the filing of the registration statement the matter should be mute.

The Board of Directors of the Company have instructed management to legally
pursue the collection of a receivable due from a former employee, who it alleges
unlawfully received more than $1,000,000 from the Company. Management is
currently working with legal counsel and the appropriate authorities on the
collection of that receivable and the violations associated with the incurrence
of the receivable.

Item 2. Changes in Securities and Use of Proceeds

In January 2002, the Company issued an aggregate of 60,000 shares of its class A
common stock to Adorno & Yoss, P.A. as payment for legal services performed
during 2000 and early 2001. The issuance of the shares was exempt from
registration under Section 4(2) of the Securities Act. The shares issued contain
a legend restricting their transferability absent registration or an available
exemption. Adorno & Yoss, P.A. had access to information about the Company and
had the opportunity to ask questions about the Company.

On January 10, 2002, Ricardo Vilensky converted 575,000 shares of class B common
stock into shares of class A common stock. Pursuant to the conversion rights of
the class B shares the Company issued Mr. Vilensky 575,000 shares of class A
common stock. The class B shares were retired and returned to treasury. The
shareswere issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act. Mr. Vilensky, as former chief executive
officer of the Company, had access to information concerning the Company and had
the opportunity to ask questions regarding the Company.

Effective January 10, 2002, pursuant to a share exchange agreement dated January
9, 2002 with Associated Automotive Group, Inc., the Company issued an aggregate
of 9,367,822 shares of class A common stock to the shareholders of Associated
Automotive Group, Inc. and its affiliates. The principal shareholders of
Associated Automotive Group, Inc.were Barry Tenzer and David Jacoby. In
connection with this transaction the Company issued shares to 45 accredited
individuals and entities. The shares were issued pursuant to the exemption from
registration provided by Section 4(2) of the Exchange Act. The shares issued
contain a legend restricting their transferability absent registration or an
available exemption. The shareholders and affiliates had access to information
about the Company and had the opportunity to ask questions about the Company.

In addition, effective January 10, 2002, the Company issued Hyperion Partners
Corp., an accredited investor, a warrant to purchase 55,000 shares of our class
A common stock, exercisable at $.05 per share for a period of three years. The
warrant was issued pursuant to the share exchange agreement with Associated
Automotive Group, Inc. The warrant was issued pursuant to the exemption from
registration provided by Section 4(2) of the Exchange Act. The warrant issued

                                       21
<PAGE>
contains a legend restricting its transferability absent registration or an
available exemption. Hyperion had access to information about the Company and
had the opportunity to ask questions about the Company.

On February 5, 2002, pursuant to a stock purchase agreement entered into on
January 22, 2002, effective January 9, 2002, by and between C&K Auto Imports,
Inc. and Associated Automotive Group, Inc., the Company issued 750,000 shares of
class A common stock to Doron Sauer (an accredited investor and the sole
shareholder of C&K). The shares were issued pursuant to the exemption from
registration provided by Section 4(2) of the Exchange Act. The shares issued
contain a legend restricting their transferability absent registration or an
available exemption. Mr. Sauer had access to information about the Company and
had the opportunity to ask questions about the Company.

In April 2002, the Company completed a private placement of its securities under
which it raised $1,300,000 through the sale of its securities to five accredited
investors. Pursuant to the terms of the offering, the Company sold an aggregate
of 520,000 shares of its class A common stock and warrants exercisable at $6.00
per share to purchase an aggregate of 174,000 shares of class A common stock.
The warrants are exercisable for a period of two years from the date of issuance
and are callable at $.0001 per share if the Company's class A common stock
trades at or above $7.00 per share for a period of seven consecutive days. The
securities issued pursuant to the private placement were issued under an
exemption from registration pursuant to Section 4(2) of the Securities Act. The
securities issued contain a legend restricting their transferability absent
registration or an available exemption. The investors received information
concerning the Company and had access to information about the Company and were
given the opportunity to ask questions about the Company.

On May 3, 2002, the Company entered into a Securities Purchase Agreement with
Laurus Master Fund, Ltd., under which it received $500,000 in consideration for
issuing Laurus a 9% convertible note in an aggregate principal amount of
$500,000, convertible into shares of the Company's class A common stock at $3.09
per share. The Company's obligations under the convertible note are secured by a
security interest in its property and inventory. In addition, the Company issued
Laurus a warrant to purchase 65,000 shares of its class A common stock,
exercisable for a period of two years, at $3.30 per share, subject to
adjustment. The securities issued pursuant to the private placement were issued
under an exemption from registration pursuant to Section 4(2) of the Securities
Act. The securities issued contain a legend restricting their transferability
absent registration or an available exemption. The investors received
information concerning the Company and had access to information about the
Company and were given the opportunity to ask questions about the Company.

Item 3.  Defaults Upon Senior Securities

None.

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

None.

Item 5.  Other Information

Schedule 13D. On July 22, 2002, a Schedule 13D was filed by Del Ray Beach
Properties, LLC ("DRBP") relating to the beneficial ownership of certain shares

                                       22
<PAGE>
of common stock of Associated Automotive Group Incorporated (the "Company") held
by Barry Tenzer, chief executive officer of the Company. DRBP has filed the
Schedule 13D pursuant to a claim that it has exercised an option to purchase
3,416,000 shares of common stock held by Mr. Tenzer. Mr. Tenzer has denied the
validity of the claim and has challenged the legality of the claim.

Board of Directors. On July 22, 2002, the Company accepted the resignation of
William Weisman. On August 22, 2002 the Company appointed the individuals below
to serve as independent directors of the Company until the Company's next annual
meeting.

Patrick K. Donohue. For the past five years Mr. Donohue has served as President
of PHS, a Taft-Hartley Third Party Administration Firm and Chairman of Bottom
Line Advisors, Inc., a nationally recognized crisis management and financial
consulting firm. Prior to his recent employment, Mr. Donohue was the
Administrator of Teamsters Union 705, Pension, Health and Welfare Plan. Mr.
Donohue has served as Chairman of the North Central State Health and Welfare
Caucus of the International Union of Operating Engineers. He is a graduate of
Friends University with a degree in Business Administration and he attended the
Continuing Education Division of the Wharton School of Business.

Stephenson D. Noel. For the past five years Mr. Noel has been employed as a
private investment counselor to high net worth individuals. Prior to his current
employment, Mr. Noel was Comptroller to The HIC Corporation, Coyaba Beach Resort
and an assistant accountant with the Law Firm of Tenzer, Greenbalt, Fallon &
Kaplan. Mr. Noel is a graduate of Presentation Brothers College of Granada with
a degree in Accounting.

Michelle Mathis. Ms. Mathis is President of New Renaissance Group, Inc., a
strategic business consulting firm. Additionally Ms. Mathis serves as Advisor to
Miracom Partners International, Inc. in a corporate liaison relationship between
the Russian Ministry of Health, the Russian Pediatric Counsel and the U.S.
Federal Government. She has served as In-House Counsel and as a member of the
Board of Directors for Avid Sportswear & Golf, Inc. Ms. Mathis has a Bachelor of
Arts Degree and LLA degree from Southern Methodist University.

Michael A. Shea. Mr. Shea is Executive Vice President of Sport Casuals, a global
diversified sports apparel designer and maker of private brand apparel for the
sporting goods and golf industry. He is also President and CEO of Tour Golf
Group, Inc., a privately held company specializing in the marketing and
development of golf footwear for licensed brands. Mr. Shea has been involved in
the sports marketing business for 30 years as a successful senior executive with
such name brand companies as Rossignol, Nordica and CB Sports.

Effective September 30, 2002, Mr. Donohue and Mr. Shea resigned for personal
reasons. The remaining newly appointed directors will also serve on the
Company's audit committee.

Item 6.  Exhibits and Reports on Form 8-K

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

         99.1     Certification by Chief Executive Officer*
         99.2     Certification by Chief Financial Officer*

         * Included herein

                                       23
<PAGE>
         (b) Reports on Form 8-K

         On August 3, 2002, the Company filed a Current Report on Form
         8-K disclosing that on July 22, 2002 a Schedule 13D was filed by
         Del Ray Beach Properties, LLC ("DRBP") relating to the
         beneficial ownership of certain shares of common stock of
         Associated Automotive Group Incorporated (the "Company") held by
         Barry Tenzer, chief executive officer of the Company. DRBP has
         filed the 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 has challenged the legality of the claim. The
         Current Report also announced the acceptance of the resignation
         of William Weisman as a director of the Company.

         On November 12, 2002, the Company filed a Current Report on Form
         8-K disclosing that effective September 30, 2002, Michael Shea
         and Patrick K. Donohue resigned as directors of the Company.
         They resigned for personal reasons.






























                                       24

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


                                                  ASSOCIATED AUTOMOTIVE GROUP
                                                  INCORPORATED


Dated: November 18, 2002                          By:/s/ David Jacoby
                                                     -----------------------
                                                     David Jacoby
                                                     Chief Financial Officer
                                                     and Vice President







































                                       25