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


<PAGE>
                                      INDEX




PART I.       Financial Information.


ITEM 1.       Financial Statements (Unaudited).


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


PART II.      Other Information.































                                       2

<PAGE>
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 period(s) presented 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
                           Consolidated Balance Sheets
                       June 30, 2002 and December 31, 2001



                            A S S E T S                                      June 30,       December 31,
                                                                               2002            2001
                                                                           ------------    -------------
                                                                            (Unaudited)
<S>                                                                        <C>             <C>
Current Assets:
   Cash, net                                                               $    890,353    $     36,562
   Accounts receivable, net                                                   1,312,999         551,056
   Inventories                                                                4,821,666       2,527,198
   Due from officers                                                            729,278         679,828
   Prepaid expenses                                                             108,587          43,987
                                                                           ------------    ------------

         Total Current Assets                                                 7,862,883       3,838,631

Property and Equipment, net                                                     217,019         229,878
Goodwill                                                                        819,510              --
Deposits and other assets                                                       525,381         238,502
                                                                           ------------    ------------

                                                                           $  9,424,793    $  4,307,011
                                                                           ============    ============

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable and accrued expenses                                   $  2,099,534         624,499
   Notes payable - floor plans                                                2,204,422       1,151,819
   Bank loan payable                                                                 --          85,000
   Customer deposits                                                            221,723         165,499
                                                                           ------------    ------------

         Total Current Liabilities                                            4,525,679       2,026,817
                                                                           ------------    ------------

Long-Term Debt                                                                  539,914          15,619
                                                                           ------------    ------------

Commitments and Contingencies                                                        --              --

Stockholders' Equity:
   Class A, Common stock; $.0001 par value,
      80,000,000 shares authorized,
      12,722,822 shares issued and outstanding                                    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                                                10,520,362       6,380,284
   Accumulated deficit                                                       (6,162,434)     (4,120,976)
                                                                           ------------    ------------

         Total Stockholders' Equity                                           4,359,200       2,264,575
                                                                           ------------    ------------

                                                                           $  9,424,793    $  4,307,011
                                                                           ============    ============
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       4

<PAGE>
<TABLE>
<CAPTION>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
                      Consolidated Statements of Operations
                     Six Months Ended June 30, 2002 and 2001



                                                                               2002                          2001
                                                                       -------------------           -------------------
                                                                           (Unaudited)                   (Unaudited)
<S>                                                                    <C>                           <C>
Sales                                                                  $        31,948,194           $        21,377,358

Cost of Sales                                                                   30,648,510                    20,863,326
                                                                       -------------------           -------------------

Gross Profit                                                                     1,299,684                       514,032

Finance, Insurance, Warranty and
  Other Income, net                                                                194,190                       142,995
                                                                       -------------------           -------------------

Income From Operations Before Operating
   Expenses and Interest Expense                                                 1,493,874                       657,027

Operating Expenses                                                               3,458,938                       959,429
                                                                       -------------------           -------------------

Loss From Operations                                                            (1,965,064)                     (302,402)

Other Expenses:
   Interest Expense                                                                 76,394                        97,797
                                                                       -------------------           -------------------

Net Loss                                                               $        (2,041,458)          $          (400,199)
                                                                       ===================           ===================


Net Loss per Common Share                                              $             (.172)          $               n/a
                                                                       ===================           ===================


Weighted Average Shares Outstanding                                             11,899,919                           n/a
                                                                       ===================           ===================
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.


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





                                                                               2002                          2001
                                                                       -------------------           -------------------
                                                                           (Unaudited)                   (Unaudited)
<S>                                                                    <C>                           <C>
Sales                                                                  $        14,707,888           $         8,993,599

Cost of Sales                                                                   14,076,968                     8,815,699
                                                                       -------------------           -------------------

Gross Profit                                                                       630,920                       177,900

Finance, Insurance, Warranty and
  Other Income, net                                                                 37,585                        71,345
                                                                       -------------------           -------------------

Income From Operations Before Operating
   Expenses and Interest Expense                                                   668,505                       249,245

Operating Expenses                                                               2,561,701                       398,746
                                                                       -------------------           -------------------

Loss From Operations                                                            (1,893,196)                     (149,501)

Other Expenses:
   Interest Expense                                                                 35,074                        48,898
                                                                       -------------------           -------------------

Net Loss                                                               $        (1,928,270)          $           198,399
                                                                       ===================           ===================


Net Loss per Common Share                                              $             (.154)          $               n/a
                                                                       ===================           ===================

Weighted Average Shares Outstanding                                             12,551,393                           n/a
                                                                       ===================           ===================
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        6


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





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

Redemption of privately held
 shares pursuant to share
 exchange agreement
 (unaudited)                                     (5,267)           (6,380,284)                   --             (6,385,551)

Issuance of Class A common
 stock (unaudited)                                1,197             7,640,437                    --              7,641,634

Issuance of Class A Common
 Stock - upon acquisition of
 subsidiary (unaudited)                              75             2,879,925                    --              2,880,000

Net loss (unaudited)                                 --                    --            (2,041,458)            (2,041,458)
                                          -------------       ---------------       ---------------         --------------
Balance, June 30, 2002 -
  (unaudited)                             $       1,272       $    10,520,362       $    (6,162,434)        $    4,359,200
                                          =============       ===============       ===============         ==============
</TABLE>

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

                                       7
<PAGE>
<TABLE>
<CAPTION>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
                      Consolidated Statement of Cash Flows
                                   (Unaudited)
                     For the Six Months Ended June 30, 2002



<S>                                                                                             <C>
Cash Flows from Operating Activities:
   Net loss                                                                                     $       (2,041,458)
   Adjustments to reconcile net loss to net cash used
     in operating activities:
     Depreciation and amortization                                                                          64,342
   Changes in assets and liabilities:
     Decrease (increase) in:
       Accounts receivable                                                                                  85,816
       Inventories                                                                                        (770,420)
       Prepaid expenses                                                                                    (64,600)
       Deposits and other assets                                                                          (264,934)
     Increase (decrease) in:
       Accounts payable and accrued expenses                                                               786,485
       Customer deposits                                                                                    56,224
                                                                                                ------------------

Net Cash Used in Operating Activities                                                                   (2,148,545)
                                                                                                ------------------

Cash Flows from Investing Activities:
   Cash paid to acquire subsidiary                                                                        (500,000)
   Purchase of property and equipment                                                                      (33,619)
   Advances to officers                                                                                    (49,450)
                                                                                                ------------------

Net Cash Used in Investing Activities                                                                     (583,069)
                                                                                                ------------------

Cash Flows from Financing Activities:
   Net proceeds under floor plan financing                                                                 221,050
   Repayment of bank loan                                                                                  (85,000)
   Proceeds from long-term debt                                                                            500,000
   Cash held by acquired subsidiary                                                                        819,729
   Liabilities paid by seller prior to acquisition                                                         873,543
   Net proceeds from issuance of common stock                                                            1,256,083
                                                                                                ------------------

Net Cash Provided by Financing Activities                                                                3,585,405
                                                                                                ------------------

Net Increase in Cash                                                                                       853,791

Cash - Beginning of Period                                                                                  36,562
                                                                                                ------------------

Cash - End of Period                                                                            $          890,353
                                                                                                ==================
</TABLE>

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

                                       8

<PAGE>
<TABLE>
<CAPTION>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
                Consolidated Statement of Cash Flows (Continued)
                                   (Unaudited)
                     For the Six Months Ended June 30, 2002





<S>                                                                                                  <C>
Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for interest                                                          $           85,000
                                                                                                     ==================

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)
                                                                                                     ==================
</TABLE>




















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

                                       9
<PAGE>
            ASSOCIATED AUTOMOTIVE GROUP INCORPORATED AND SUBSIDIARIES
                          Notes to Financial Statements
                     For the Six Months Ended June 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
         shareholders 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 shareholders 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
         shareholder. 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 June 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 shareholders 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.

         Also, 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 Financial Statements (Continued)



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

         Principles of Consolidation - The 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.

         Estimates - The preparation of 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.

         Earnings Per Common Share - Earnings per common share are based on the
         weighted average number of shares outstanding of 12,551,393 and
         11,899,919 for the three months and six months ended June 30, 2002,
         respectively. All warrants issued have exercise prices greater than the
         existing market value of the Company's stock and, therefore, are deemed
         anti-dilutive and are not components of earnings per share.





















                                       11

<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
June 30, 2002 and the period ended June 30, 2002. 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

Six Months Ended June 30, 2002 as Compared to the Six Months Ended June 30, 2001

Total sales for the six months ended June 30, 2002, were $31,948,194 an increase
of $10,570,836 compared to total sales of $21,377,358 for the six months ended
June 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 $20,863,326 for the six months ended June 30, 2001
to $30,648,510 for the six months ended June 30, 2002, an increase of $9,785,184
or almost 47%. 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 $1,299,684 for the
six months ended June 30, 2002 from $514,032 for the six months ended June 30,
2001, an increase of $785,652. The gross margin increased from 2.5% for the six
months ended June 30, 2001, to 4% for the six months ended June 30, 2002 or a
62% increase in gross sale 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 $142,995 for the six months ended as of June 30, 2001 to $194,190 for the
six months ended June 30, 2002. The increase of $51,195 or 36% is a direct
result of a higher volume of sales.

Operating expenses increased from $959,429 for the six months ended June 30,
2001 to $3,458,938 for the six months ended June 30, 2002, an increase of
$2,499,509. The substantial increase in operating expenses was attributable to
certain non-recurring expenses incurred during 2002 in connection with the


                                       12
<PAGE>
Company's reorganization, as well as the expenses associated with potential
acquisitions that were not consummated. These expenses include legal, audit,
consulting fees and other related costs of approximately $650,000. Operating
expenses also include certain forfeited deposits paid in connection with
acquisitions that were not consummated (approximately $150,000). In addition,
approximately $346,000 is attributable to the operating expenses of C&K Auto
Imports, Inc. which was acquired in January 2002. The Company also incurred the
expenses of setting up a reserve for the potential uncollectability of a
receivable due from a former employee.

Interest expense decreased from $97,797 for the six months ended June 30, 2001
to $76,394 for the six months ended June 30, 2002, a decrease of $21,403. The
decrease in interest expense is due to a decrease in average debt outstanding
for the six months ended June 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 six months ended June 30, 2002 increased from $(400,199) for
the six months ended June 30, 2001 to $(2,041,458) for the six months ended June
30, 2002, an increase of $1,641,259. 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 acquisition 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 June 30, 2002 as Compared to the Three Months Ended June 30,
2001

Total sales for the three months ended June 30, 2002, were $14,707,888 an
increase of $5,714,289 compared to total sales of $8,993,599 for the three
months ended June 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 $8,815,699 for the three months ended June 30, 2001
to $14,076,968 for the three months ended June 30, 2002, a increase of
$,5,261,269 or almost 60 %. 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 the year 2002.

Due to the increase in sales, the gross profit increased to $630,920 for the
three months ended June 30, 2002 from $177,900 for the three months ended June
30, 2001, an increase of $ 453,020. Gross margins increase from 2% for the three
months ended June 30, 2001 to 4.3% for the three months ended June 30, 2002 or
115% increase in gross sale 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 $71,345 for the three months ended June 30, 2001 to $37,585 for the three
months ended June 30, 2002, a decrease of $33,760.

Operating expenses increased from $398,746 for the three months ended June 30,
2001 to $2,561,701 for the three months ended June 30, 2002, an increase of
$2,162,955. The substantial increase in operating expenses 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, 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

                                       13
<PAGE>
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 $48,898 for the three months ended June 30, 2001
to $35,074 for the three months ended June 30, 2002, a decrease of $13,824 due
to a decrease in the average debt outstanding for the three months ended June
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 June 30, 2002 there was a net loss of $(1,928,270)
compared to a profit of $198,399 for the three months ended June 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 June 30, 2002 the Company had total stockholders' equity of $4,359,200 as
compared to stockholders' equity of $2,264,575 at December 31, 2001. In
addition, the Company's working capital at June 30, 2002 was $3,337,204 as
compared to $1,811,814 at 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 six month period ended June 30, 2002 the Company received proceeds
from the private sale of its class A common stock in the approximate amount of
$1,800,000 and completed a private placement of its common stock and common
stock purchase warrants to 5 accredited investors under which it raised an
additional $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 $1,312,999
at June 30, 2002, an increase of $761,943 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 at the end of June 2002.

Inventories increased from $2,527,198 at December 31, 2001 to $4,821,666 at June
30, 2002, an increase of $2,294,468. This increase was primarily due to the
acquisition of C&K Auto Imports, Inc. in January 2002.

Due from related parties increased from $679,828 at December 31, 2001 to
$729,278 at June 30, 2002. This increase of $49,450 is mostly due to advances
made to officers of the Company. The related parties, who are officers of the
Company, have informed the Board of Directors that they plan to repay the
majority of monies owed prior to the end of the third fiscal quarter, or
September 30, 2002.

                                       14
<PAGE>
Deposits and other assets increased from $238,502 at December 31, 2001 to
$525,381 at June 30, 2002, an increase of $286,879. 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 $2,099,534 at June 30, 2002, an increase of $1,475,035. 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 $2,204,422 at June 30, 2002, an increase of $ 1,052,603. This
increase was primarily due to the consolidation of floor plans of Motorcars of
South Florida and C&K Auto Imports.

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 June 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.



























                                       15
<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.

Item 2. Changes in Securities and Use of Proceeds

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.

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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
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. The Company's board of directors is currently reviewing
the validity 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.

The newly appointed directors will also serve on the Company's audit committee.


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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

(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 denied the
        validity of the claim. The Company's board of directors is currently
        reviewing the validity of the claim. The Current Report also
        announced the acceptance of the resignation of William Weisman as a
        director of the Company.


























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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.


                                      ASSOCIATED AUTOMOTIVE GROUP INCORPORATED


Dated: August 23, 2002                By:/s/ David Jacoby
                                         ---------------------------
                                         David Jacoby
                                         Chief Financial Officer and
                                          Vice President









































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