U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 1999
                           --------------------------

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
       For the transition period from _____________ to ___________________

                         Commission file number 1-14082
                                    --------

                       SMART CHOICE AUTOMOTIVE GROUP, INC.
             (Exact name of registrant as specified in its charter)

                  FLORIDA                                59-1469577
      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
      incorporation or organization)

              5200 S. Washington Avenue, Titusville, Florida 32780
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (407) 269-9680
              (Registrant's telephone number, including area code)

                              ---------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


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 (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes   X    No 
                                     ----      ----
Indicate number or shares  outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:

As of May 20,  1999,  7,393,458  shares of the  Registrant's  Common  Stock were
issued and outstanding.


<PAGE>


                       SMART CHOICE AUTOMOTIVE GROUP, INC.

                                    Form 10-Q

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                           HEADING                                                               PAGE
                           -------                                                               ----

<S>                                                                                               <C>

PART I. FINANCIAL STATEMENTS
Item 1. Consolidated Financial Statements

           Balance Sheet - March 31,1999 and December 31, 1998......................................3
           Statements of Operations Three months ended March 31, 1999 and 1998......................4
           Statements of Stockholders Equity- Three months ended March 31, 1999.....................5
           Statements of Cash Flows - Three months ended March 31, 1999 and 1998....................6
           Notes to Consolidated Financial Statements..............................................7-9

Item 2.    Management's Discussion and Analysis of Financial
               Condition and Results of Operations................................................9-14

PART II. OTHER INFORMATION
Item 1.    Legal Proceedings.......................................................................14
Item 2.    Changes in Securities...................................................................14
Item 3.    Upon Senior Securities..................................................................14
Item 4.    Submission of Matters to a Vote of Securities Holders...................................14
Item 5.    Other Information.......................................................................14
Item 6.     Exhibits and Reports on Form 8-K......................................................15-25

SIGNATURES.........................................................................................25
</TABLE>


<PAGE>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS.
              Smart Choice Automotive Group, Inc. and Subsidiaries
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>


                                                                                MARCH 31, 1999         DECEMBER 31, 1998
                                                                                --------------         -----------------
                                                                                  (Unaudited)
<S>                                                                                  <C>                      <C>

Assets
     Cash and cash equivalents ...............................................$       2,423,657            $  1,268,589
     Accounts receivable......................................................        1,757,787               1,206,710
     Finance receivables
       Principal balances, net.................................................      89,458,504              79,342,835
       Less: allowance for credit losses.........................................  (13,656,155)            (12,157,569)
                                                                                  -------------           -------------
                                                                                     75,802,349              67,185,266

     Inventories................................................................     19,294,328              20,004,600
     Property and equipment, net...............................................       7,681,849               7,655,324
     Note receivable..........................................................          140,385                 425,000
     Deferred debt costs, net................................................           220,473                 226,152
     Goodwill, net.............................................................      23,713,581              23,871,080
     Prepaid expenses ........................................................        1,763,039               1,263,858
     Deposits and other assets...............................................           355,044                 485,454
                                                                                 --------------           -------------

                                                                                 $  133,152,492           $ 123,592,033
                                                                                  =============            ============

Liabilities and Stockholders' Equity
Liabilities:
     Bank overdraft...........................................................   $    1,083,967             $ 3,112,930
     Accounts payable.........................................................        7,524,081               4,746,157
     Accrued expenses ........................................................        4,665,631               3,664,651
     Line of credit, net of discount..........................................       72,733,142              63,612,433
     Floorplan payable .......................................................        7,357,542               8,701,968
     Capital lease obligations ...............................................          951,854                 997,916
     Notes payable............................................................       28,977,359              28,343,479
     Deferred income .........................................................          986,140                      --
                                                                                 --------------           -------------
Total liabilities ............................................................      124,279,716             113,179,543

Contingent redemption value of common stock put options.......................        1,539,148               1,539,148

Redeemable convertible preferred .............................................           10,000                  10,000

Stockholders' equity:
Preferred stock ..............................................................        5,891,410               5,891,410
Common stock..................................................................           72,082                  66,765
Additional paid in capital ...................................................       31,068,726              30,054,488
Common stock notes receivable.................................................         (115,200)               (115,200)
Accumulated deficit ..........................................................      (29,593,390)            (27,034,112)
                                                                                  -------------           -------------

Total stockholders' equity ...................................................        7,323,628               8,863,351
                                                                                  -------------           -------------

 ..............................................................................   $  133,152,492           $ 123,592,033
                                                                                  =============            ============
</TABLE>

See accompanying notes to consolidated financial statements


<PAGE>



              Smart Choice Automotive Group, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                 THREE MONTHS ENDED MARCH 31,
                                                                                 ----------------------------
                                                                                    1999               1998
                                                                                    ----               ----
<S>                                                                                    <C>              <C>
Revenues:
     Sales at used car stores.................................................  $ 23,509,558      $ 21,845,559
     Income on finance receivables ...........................................     4,892,361         4,146,215
     Income from insurance and training ......................................       174,772           180,222
                                                                                 -----------       -----------

     Total revenues                                                               28,576,691        26,171,996
                                                                                 -----------       -----------

Cost and expenses:
     Costs of sales at used car stores........................................    16,856,503        15,088,274
     Provision for credit losses .............................................     3,794,018         2,321,663
     Cost of insurance and training ..........................................        19,039            30,757
     Selling, general and administrative expenses ............................     7,288,234         5,768,626
                                                                                 ------------      -----------

      Total costs and expenses................................................    27,957,794        23,209,320
                                                                                 -----------       -----------
Income from operations .......................................................       618,897         2,962,676

Other income (expense):
     Interest expense ........................................................    (2,353,879)       (1,701,595)
     Other income ............................................................        11,796            93,767
                                                                                 -----------       -----------
                                                                                  (2,342,083)       (1,607,828)
                                                                                 -----------       -----------

Net income (loss) from continuing operations .................................    (1,723,186)        1,354,848

Discontinued operations:
Income from discontinued operations...........................................       150,445           311,744
Estimated loss on sale of discontinued operations.............................      (800,000)               --
                                                                                 -----------       -----------
                                                                                    (649,555)          311,744
                                                                                 -----------       -----------

Net income (loss).............................................................    (2,372,741)        1,666,592
Preferred Stock dividends ....................................................      (186,537)               --
                                                                                 -----------       -----------
Net income (loss) available to common stock...................................   $(2,559,278)      $ 1,666,592
                                                                                 ===========       ===========

Basic income (loss) per common share:
   Continuing operations......................................................   $     (0.28) $           0.26
   Discontinued operations....................................................         (0.10)             0.06
                                                                                 -----------       -----------
                                                                                 $     (0.38)      $      0.32
                                                                                 ===========       ===========
Diluted income (loss) per common share:
   Continuing operations......................................................   $     (0.28)      $      0.25
   Discontinued operations....................................................         (0.10)             0.06
                                                                                 -----------       -----------
                                                                                 $     (0.38)      $      0.31
                                                                                 ===========       ===========

Weighted average number of common shares outstanding:
   Continuing operations.......................................................    6,809,478         5,190,130
                                                                                  ==========       ===========

   Discontinued operations.....................................................    6,809,478         6,240,119
                                                                                  ==========       ===========


</TABLE>

See accompanying notes to consolidated financial statements



<PAGE>




              Smart Choice Automotive Group, Inc. and Subsidiaries

                 Consolidated Statements Of Stockholders' Equity

<TABLE>
<CAPTION>

                               PREFERRED STOCK      COMMON STOCK                      Common
                               ---------------      ------------                      ------
                                Number             Number              Additional      Stock
                                   Of      Par        Of       Par       Paid-In       Notes    Accumulated
                                Shares    Value    Shares     Value      Capital    Receivable    Deficit          Total
                                ------    -----    ------     -----      -------    ----------    -------          -----
<S>                               <C>      <C>        <C>      <C>          <C>       <C>           <C>        <C>

BALANCE, December 31, 1998       595    $5,891,410  6,676,545  $ 66,765 $ 30,054,488  $(115,200) $(27,034,112)   $ 8,863,351
Unaudited:
Issuance of common stock for
     conversion of debt           --            --    531,732     5,317    1,014,238         --            --      1,019,555

Preferred stock dividends         --            --         --        --           --         --      (186,537)      (186,537)

Net loss                          --            --         --        --           --         --    (2,372,741)    (2,372,741)
                                 ---    ----------  ---------  -------- ------------  ---------- ------------    -----------
BALANCE, March 31, 1999
                  (unaudited)    595    $5,891,410  7,208,277  $ 72,082 $ 31,068,726  $(115,200) $(29,593,390)   $ 7,323,628
                                 ===    ==========  =========  ======== ============  ========== ============    ===========
</TABLE>

See accompanying notes to consolidated financial statements


<PAGE>




              Smart Choice Automotive Group, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                 THREE MONTHS ENDED MARCH 31,
                                                                                 ----------------------------
                                                                                  1999               1998
                                                                                  ----               ----
<S>                                                                                   <C>              <C>    
Cash flows from operating activities:
   Net income/ (loss).......................................................... $ (2,372,741)     $   1,666,592
   Adjustments to reconcile net income (loss) to net cash provided
     by operating activities:
      Provision for credit losses..............................................    3,837,046          2,321,663
      Depreciation and amortization............................................      532,523            581,657
      Deferred warranty contracts earned.......................................      (13,860)                --
      Provision for loss on sale of discontinued operations....................      800,000                 --
      Cash provided by (used for):
        Accounts receivable....................................................     (551,077)        (2,285,611)
        Inventory..............................................................      710,272         (1,913,325)
        Prepaid expenses.......................................................     (349,181)          (523,242)
        Accounts payable.......................................................    2,777,924          1,533,531
        Accrued expenses and other liabilities.................................      220,535           (577,792)
                                                                                ------------      -------------
Net cash provided by operating activities                                          5,591,441            803,473
                                                                                ------------      -------------

Cash flows from investing activities:
   Increase in finance receivables.............................................  (12,454,129)       (11,747,229)
   (Increase) / decrease in deposits...........................................       67,963             (7,932)
   (Increase) / decrease in other assets.......................................       59,435            (39,765)
   Payment of notes receivable.................................................           --             23,140
   Purchase of property and equipment..........................................     (252,499)          (141,901)
                                                                                ------------       ------------
Net cash used in investing activities                                            (12,579,230)       (11,913,687)
                                                                                ------------       ------------

Cash flows from financing activities:
   Principal payments on notes payable.........................................     (356,155)          (398,244)
   Proceeds from issuance of notes payable.....................................    2,005,000          2,497,448
   Proceeds from issuance of convertible debt..................................           --            340,000
   Proceeds from line of credit borrowings.....................................    9,100,000          9,670,400
   Decrease in bank overdraft..................................................   (2,028,963)                --
   Net proceeds (repayment) from floorplan notes payable.......................   (1,344,426)         1,126,852
   Proceeds from warranty contracts advance....................................    1,000,000                 --
   Payments of dividends.......................................................     (186,537)                --
   Deferred financing costs....................................................           --           (727,788)
   Payments on capital lease obligations.......................................      (46,062)           (71,012)
                                                                                ------------        -----------
Net cash provided by financing activities......................................    8,142,857         12,437,656
                                                                                ------------        -----------

Net increase / (decrease) in cash and cash equivalents.........................    1,155,068          1,327,442
Cash and cash equivalents at beginning of period...............................    1,268,589          1,066,949
                                                                                ------------        -----------

Cash and cash equivalents at end of period..................................... $  2,423,657      $   2,394,391
                                                                                ============      =============
</TABLE>


See accompanying notes to consolidated financial statements


<PAGE>



              Smart Choice Automotive Group, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Note 1 - Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of Smart Choice
Automotive  Group,  Inc. (the  "Company")  have been prepared in accordance with
generally  accepted  accounting  principles for interim  financial  information.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted  accounting  principles for a complete financial statement
presentation.  In the opinion of management,  such unaudited interim information
reflect  all  adjustments,  consisting  only of  normal  recurring  adjustments,
necessary to present the Company's  financial position and results of operations
for the periods presented. The results of operations for interim periods are not
necessarily indicative of the results to be expected for a full fiscal year. The
consolidated  balance sheet as of December 31, 1998 was derived from the audited
consolidated  financial  statements as of that date but does not include all the
information  and notes  required by generally  accepted  accounting  principles.
These consolidated  financial  statements should be read in conjunction with the
company's audited  consolidated  financial  statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.


Note 2 - Finance Receivables

The Company's finance receivables ("Finance Receivables" or "Finance Contracts")
are automobile  retail  installment sale contracts  originated by the Company on
sales of used  cars at its  automobile  dealerships.  The  following  shows  the
principal balances of the Company's Finance Receivables as of March 31, 1999:

<TABLE>
                                                    
                                                                          MARCH 31, 1998
                                                                          --------------

<S>                                                                               <C>

         Contractually scheduled payments............................    $   130,165,641
         Less: unearned finance charges..............................        (41,563,035)
                                                                          --------------
         Principal balances..........................................         88,602,606
         Add: loan origination costs.................................            855,898
                                                                          --------------
         Principal balances, net.....................................         89,458,504
         Less: allowance for credit losses...........................        (13,656,155)
                                                                          --------------
         Principal balances, net.....................................    $    75,802,349
                                                                          ==============
</TABLE>

Note 3 - Presentation of Revenues and Cost of Revenues

The prices at which the Company  sells its used cars and the interest  rate that
it charges to finance  these sales take into  consideration  that the  Company's
primary  customers  are  high-risk  borrowers.  The  provision for credit losses
reflects  these  factors  and is  treated  by the  Company as a cost of both the
future finance income derived on the finance  receivables  originated at Company
as well as a cost of the  sales  of the  cars  themselves.  Accordingly,  unlike
traditional car dealerships, the Company does not present gross profit margin in
its statement of operations calculated as sales of cars less cost of cars sold.

Note 4 - Deferred Income

Deferred  income  represents  the net value  received  by the company in 1999 in
connection  with a long term  service  protection  plan  agreement  whereby  the
Company earns a commission on warranty  contracts  sold in connection  with used
car sales. Extended warranty coverage is provided by an independent third party.

Note 5 - Earnings (Loss) per Common Share

Net income  (loss) per common share is based on the weighted  average  number of
common  shares and  potential  common  shares  outstanding  during each  period.
Potential common shares for 1999 have not been included since their effect would
be antidilutive.  Potential common shares for 1998 of 1,049,989 include options,
warrants and shares underlying convertible debt.



<PAGE>


Note 6 - Supplemental Cash Flow Information

Cash paid for interest during the three months ended March 31, 1999 and 1998 was
$2,408,464 and $1,516,267 respectively.

The Company's non-cash investing and financing activities were as follows:

<TABLE>
                                                                                       THREE MONTHS ENDED MARCH 31,
                                                                                       ----------------------------
                                                                                           1999               1998
                                                                                           ----               ----
     <S>                                                                                  <C>                 <C>

   Partial settlement of note receivable and note payable............................     134,615               --

   Common stock issued for conversion of debt and related interest...................   1,019,555          475,998

   Common stock issued for conversion of preferred stock and accrued dividends.......          --        3,353,850

</TABLE>


Note 7 - Segment Information

The following table shows certain financial information by reportable segment as
of and for the three  months  ended  March 31,  1999 and 1998 and  excludes  the
operations of the discontinued segments:
<TABLE>
<CAPTION>

                                        USED CAR         FINANCING        CORPORATE       DISCONTINUED
                                         STORES          SERVICES         AND OTHER         OPERATIONS        COMBINED 
                                         ------          --------         ---------         ----------        -------- 
         1999
<S>                                     <C>                 <C>                 <C>            <C>                 <C> 

Revenue from external customers      $ 23,509,558      $ 4,892,361         $ 174,772     $         --      $ 28,576,691
Intercompany revenues                          --        1,633,114                --               --         1,633,114
Operating income (loss)                   817,241        2,029,625       (2,227,969)               --           618,897
Depreciation and amortization              95,647           87,374           214,305          135,197           532,523
Interest expense                           26,346        1,818,134           509,399               --         2,353,879
Identifiable assets                    18,228,657       85,621,901         5,016,269       24,285,665       133,152,492
Capital expenditures                      100,258            4,615            34,493          113,133           252,499

         1998
Revenue from external customers      $ 21,845,559      $ 4,146,215        $  180,222     $         --      $ 26,171,996
Intercompany revenues                          --          400,698                --               --           400,698
Operating income (loss)                 2,908,698        1,549,303        (1,494,325)              --         2,962,676
Depreciation and amortization             159,072           53,696           253,422          115,467           581,657
Interest expense                          100,376        1,107,331           493,888               --         1,701,595
Identifiable assets                    18,143,123       51,928,594        13,106,084       21,564,966        83,177,801
Capital expenditures                       83,930           34,269             2,160           21,542           141,901

</TABLE>


Note 8 - Discontinued Operations

In January 1999,  management of the Company made a decision to  discontinue  the
operations  of the new car  dealerships  segment  and the parts and  accessories
segment in order to focus the Company's continuing operations exclusively on the
retail sale of used cars through its used car stores,  as well as the  financing
of the used cars sold.  The new car  dealerships  segment  operates  two new car
dealerships in Florida.  The parts and accessories segment sells and distributes
Corvette parts and accessories  throughout the United States,  primarily through
its extensive  catalog.  These two segments are expected to be sold during 1999.
During the first quarter of 1999,  the Company  adjusted the original  estimated
net gain on disposal and recorded an estimated loss on disposal of $800,000. The
provision for the estimated loss was necessary due to the lower estimated sales
proceeds from the discontinued segments.

Revenues of the discontinued  operations were $12,731,901 and $12,487,461 during
the three  months  ended  March 31,  1999 and 1998,  respectively.  Consolidated
interest  that is not  attributable  to  other  operations  of the  Company  was
allocated to discontinued  operations  based upon net assets of the discontinued
operations to the total net assets of the  consolidated  Company.  The amount of
interest  allocated to discontinued  operations was $222,046 and $110,906 during
the three months ended March 31, 1999 and 1998, respectively.


<PAGE>


The net assets of the  discontinued  operations  included  in the March 31, 1999
consolidated balance sheets consist of the following:

                                                                 MARCH 31, 1999
                                                                 --------------
        Cash and cash equivalents.............................   $  1,066,658
        Accounts receivable...................................      1,096,923
        Inventories...........................................      8,401,684
        Prepaid expenses......................................      1,345,026
        Property and equipment, net...........................      1,110,219
        Goodwill, net.........................................     11,212,518
        Other assets..........................................         52,637
        Accounts payable......................................     (2,905,668)
        Accrued expenses......................................     (1,559,257)
        Notes payable.........................................       (709,206)
        Floor plans payable...................................     (6,929,412)
        Capital lease obligations.............................       (138,570)
                                                                 ------------
        Net assets of discontinued operations.................   $ 12,043,532
                                                                 ============


ITEM NO. 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS.

The following  discussion and analysis of the Company's  consolidated  financial
position and  consolidated  results of operations  should be read in conjunction
with the Company's condensed consolidated financial statements and related notes
thereto included in Item 1.

FORWARD-LOOKING STATEMENTS

This report  contains  forward-looking  statements.  Additional  written or oral
forward  looking  statements  may be made by the  Company  from  time to time in
filings with the Securities and Exchange  Commission or otherwise.  Such forward
looking  statements  are  within the  meaning of the term in Section  27A of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act of 1934, as amended.  Such  statements  may include,  but not be limited to,
projections of revenues,  income,  or loss,  estimates of capital  expenditures,
plans for future operations, products or services, and financing needs or plans,
as well as assumptions relating to the foregoing. The words "believe," "expect,"
"anticipate,"  "estimate,"  "project," and similar expressions  identify forward
looking  statements,  which  speak only as of the date the  statement  was made.
Forward-looking  statements are inherently  subject to risks and  uncertainties,
some of which  cannot be  predicted  or  quantified.  Future  events  and actual
results  could differ  materially  from that set forth in,  contemplated  by, or
underlying the forward-looking  statements. The Company undertakes no obligation
to publicly update or revise any forward looking statements, whether as a result
of new information,  future events, or otherwise. The following disclosures,  as
well as other  statements  in this Report on Form 10-Q,  and in the notes to the
Company's condensed consolidated  financial statements,  describe factors, among
others, that could contribute to or cause such differences, or that could affect
the Company's stock price.

OVERVIEW

Smart Choice Automotive Group, Inc.  currently  operates 13 locations in Florida
that sell used cars under the "First  Choice" brand name. The Company also sells
used cars that may not meet the First  Choice  criteria  through one  additional
store in Florida that operates under the "Team" name.  Through  Florida  Finance
Group,  Inc.  ("FFG"),  its finance  company  subsidiary,  the Company  provides
financing for its customers by originating  retail automobile  installment sales
contracts secured by the cars it sells.


RESULTS OF OPERATIONS FROM CONTINUING OPERATIONS

SEGMENT INFORMATION

The Company is comprised of two segments:  used car stores and financing of used
car sales. The Company's results of operations are most meaningful when analyzed
and  discussed by segment.  The Company also has two other  segments  which have
been  discontinued.   These  segments  are  discussed   separately  below  under
"Discontinued Operations."

USED CAR STORES
<TABLE>
<CAPTION>
                                                                                THREE MONTHS ENDED MARCH 31,  
                                                                                 ----------------------------  
                                                                                 1999                       1998
                                                                                 ----                       ----
<S>                                                                      <C>           <C>           <C>         <C> 
       (Dollars in thousands)  
       Sales at used car stores......................................... $ 23,510      100.0%        $ 21,845    100.0%
       Cost of sales at used car stores(a).............................    18,490       78.7%          15,489     70.9%
                                                                        ---------     -------        --------   -------
         Gross profit..................................................     5,020       21.3%           6,356     29.1%
       Operating expenses...............................................    4,203       17.8%           3,447     15.8%
                                                                         --------     -------       ---------   -------
       Operating income................................................ $     817        3.5%       $   2,909     13.3%
                                                                        =========    ========       =========  ========

</TABLE>


(a)  Includes  intercompany  costs from FFG of $1,633 and $401 for the  quarters
     ended 1998 and 1997, respectively.

Sales at used car stores  increased to $23.5  million for the three months ended
March 31,  1999  compared  to $21.8  million  for the same  period in 1998.  The
increase in sales  reflect the sale of 2,336 cars at the 26 used car stores that
were open during the first quarter of 1999 as compared to the sale of 2,280 cars
at the 22 used car stores that were open during the first quarter of 1998.

Gross profit  declined to $5.0  million  during the three months ended March 31,
1999 from $6.3 million  during the three months ended March 31, 1998.  Excluding
intercompany  costs,  gross  profits were $6.7 million for both  quarters  ended
March 31.


FINANCING OF USED CAR SALES
<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED MARCH 31,  
                                                                                 ----------------------------  
                                                                                 1999                       1998
                                                                                 ----                       ----
<S>                                                                         <C>         <C>             <C>      <C>
(Dollars in thousands)
Income on finance receivables(a)                                          $ 6,525      100.0%        $ 4,547     100.0%
Provisions for credit losses                                               (3,794)    (58.1)%        (2,322)    (51.1)%
Operating expense                                                            (702)    (10.8)%          (676)    (14.9)%
                                                                          --------    -------       --------    -------

Operating income                                                            2,029       31.1%          1,549      34.0%
Interest expense on finance receivables                                    (1,818)    (27.9)%        (1,107)    (24.3)%
                                                                         ---------    -------       --------    -------

Net income (loss)                                                       $      211       3.2%        $   442       9.7%
                                                                        ==========   ========        =======   ========
</TABLE>

(a)  Includes  intercompany  revenues  from  First  Choice  Auto  Finance,  Inc.
     ("FCAF")  of $1,633  and $401 for the  three  months  ended  1999 and 1998,
     respectively.

Income on finance  receivables  increased  to $6.5  million for the three months
ended March 31, 1999 from $4.5 million for the same period in 1998. The increase
reflects  the  increase in the average net finance  receivables  outstanding  to
$71.5  million for the three months ended March 31, 1999 from $37.9  million for
the same period of 1998. This increase  results from the continued growth in the
financed sales of used cars.

A  high  percentage  of  the  Company's  customers  do not  make  all  of  their
contractually  scheduled  payments on their  finance  contracts,  requiring  the
Company to charge off the remaining  principal  balance and any earned interest,
net of  recoveries on  repossessed  cars.  The Company  maintains on its balance
sheet an allowance  for credit  losses to absorb such  losses.  To accrue to the
allowance,  the  Company  records an expense  (the  "provision")  based upon its
estimate  of  future  credit  losses  on  finance  receivables  originated.  The
provision  for credit  losses for the three months ended March 31, 1999 was $3.8
million  compared  to $2.3  million for the same  period in 1998.  The  increase
reflects the growth in the amount of finance receivables outstanding.

Interest expense  increased to $1.8 million for the three months ended March 31,
1999 from $1.1  million  for the same  period in 1998 as a result of the  higher
level of finance receivables which required additional  borrowing under the line
of credit.  The interest rate on borrowed funds was  approximately  the same for
the comparable periods.

The net income  for the three  months  ended  March 31,  1999 was  approximately
$211,000 compared to 442,000 for the same period in 1998 as a result of a higher
provision for credit losses as a percentage of income on finance receivables.

<PAGE>

CONSOLIDATED RESULTS OF OPERATIONS

Following is a comparison of the results of continuing  operations for the three
months ended March 31, 1999 to the three months ended March 31, 1998.

REVENUES.  The Company's revenues for the three months ended March 31, 1999 were
$28.6 million representing a 9.1% increase over the revenues of $26.2 million in
the  first  quarter  of 1998.  The  increase  was the  result  of  growth of the
Company's used car sales of approximately  $1.7 million coupled with an increase
in revenues of approximately $700,000 from the Company's receivables portfolio.
That growth in used car sales is discussed in the segment  information  provided
above.

COSTS  AND  EXPENSES.  The  Company's  cost of sales of used cars sold was $18.5
million for the three months ended March 31, 1999  compared to $15.5 million for
the same period during 1998, representing an increase of $3.0 million, or 19.3%.
The gross profit margins  decreased  significantly to 21.3% for the three months
ended March 31, 1999,  compared to the gross profit margin of 29.1% for the same
period in 1998.

The  Company's   selling,   general  and  administrative   expenses   (including
depreciation  and  amortization)  were $7.3  million for the three  months ended
March 31, 1999, compared to the selling,  general and administrative expenses of
$5.7 million for the three months  ended March 31,  1998.  Selling,  general and
administrative expenses as a percentage of total revenues for 1999 was 25.6% for
the three  months  ended March 31, 1999  compared to 22.0% for the three  months
ended March 31, 1998.  The higher amount of these  expenses was the result of an
increased  in the number of used car stores,  discussed  in segment  information
above. The Company has  significantly  reorganized its management  structure and
operational activities and eliminated over $2 million annually from its overhead
structure starting in the second quarter of 1999.

INTEREST EXPENSE AND OTHER INCOME.  The Company's  interest expense totaled $2.4
million for the three months ended March 31, 1999,  compared to $1.7 million for
the three months ended March 31, 1998, an increase of approximately  $700,000 or
41%. This resulted  primarily  from higher  outstanding  indebtedness  needed to
finance higher levels of finance  receivables as the portfolio expanded over the
prior year of used car sales growth.

NET LOSS.  The  Company's  net loss for the three months ended March 31, 1999 of
($1.7) million  compared to a net income of $1.4 for the same period of 1998 was
due to the  combined  effect  of  reduced  profit  margins  in used  car  sales,
increased corporate overhead and interest expense discussed above.


CREDIT LOSSES

GENERAL.  The Company has established an allowance to cover  anticipated  credit
losses on the finance receivables currently in its portfolio.  The allowance has
been established by the recognition in the Company's statements of operations of
the provision for credit losses attributed to finance receivables  originated by
the Company.

The  following  table  reflects  activity in the  allowance for the three months
ended March 31, 1999.
<TABLE>
<CAPTION>

                                                                                 THREE MONTHS ENDED 
                                                                                 ------------------ 
                                                                                    MARCH 31,1999
                                                                                    -------------
                    <S>                                                                    <C>
              (Dollars in thousands)
       Balance, beginning of period.................................................... $  12,158
       Provision for credit losses.....................................................     3,794
       Net charge offs.................................................................    (2,296)
       Balance, end of period.......................................................... $  13,656

       Allowance as a percentage of finance receivables................................      15.3%
</TABLE>

The  allowance  decreased to 15.3% of the  outstanding  balances as of March 31,
1999 from 15.5% as of December 31, 1998.

NET  CHARGE  OFFS.  The  Company's  current  policy  is to  charge  off  finance
receivables  when  they  are  deemed  uncollectible  and to  fully  reserve  the
principal  balance at such time as a finance  receivable is  delinquent  for 180
days.  The net  charge  off  amount  is the  principal  balance  of the  finance
receivable at the time of the charge off plus earned but unpaid  interest,  less
any recovery.  The Company recognizes  recoveries in the amount of the wholesale
value of  repossessions.  The following table sets forth  information  regarding
charge off activity for the Company's  finance  receivables for the three months
ended March 31, 1999.
<TABLE>
<CAPTION>

                                                                                 THREE MONTHS ENDED 
                                                                                 ------------------ 
                                                                                    MARCH 31,1999
                                                                                    -------------
                    <S>                                                                      <C>
              (Dollars in thousands)
       Principal Balances..........................................................   $   5,092
       Collateral recoveries, net..................................................      (2,796)
       Net charge offs.............................................................   $   2,296
</TABLE>

The Company's credit loss experience has remained  relatively  constant at 12.8%
of average principal  balances for the last two years. The Company believes that
the  consistency  in its  credit  loss  experience  as a  percentage  of finance
receivables  is  attributable  to (i) a consistency  in the  application  of its
underwriting  standards and servicing and collection efforts,  (ii) maximization
of  recoveries  on  repossessions  and (iii)  reduced  defaults  due to improved
operating performance of used cars sold.

DELINQUENCIES.  Analysis of delinquency  trends is also considered in evaluating
the  adequacy  of the  allowance.  The  following  table  reports the balance of
delinquent finance receivables as a percentage of total outstanding  balances of
the Company's finance receivables portfolio as of March 31, 1999.
<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED 
                                                                       ------------------ 
                                                                          MARCH 31,1999
                                                                          -------------
  <S>                                                                          <C>    
                 (Dollars in thousands)
       Aging Percentages:
         Principal balances current..............................................93.6%
         Principal balances 31 days to 60 days....................................2.3
         Principal balances over 60 days..........................................4.1
         Total over 31 days.......................................................6.4
</TABLE>

The Company is experiencing  consistency in its  delinquency  experience with an
aging of its portfolio at March 31, 1999 approximately the same as that reported
for the year ended  December  31,  1998.  This  consistency  in the aging of the
finance receivables portfolio is primarily attributable to the factors discussed
above.

LIQUIDITY AND CAPITAL RESOURCES

The Company requires capital to support  increases in finance  receivables,  car
inventory, parts and accessories inventory,  property and equipment, and working
capital for general corporate purposes. Funding sources potentially available to
the  Company  include  operating  cash flow,  third-party  investors,  financial
institution   borrowings,   borrowings  against  finance   receivables  and  car
inventory.

Net cash provided by operating  activities  was  approximately  $5.6 million and
$0.8 million for the three months ended March 31, 1999, and 1998,  respectively.
Net cash provided from operating activities for the three months ended March 31,
1999  primarily  reflected  the loss from  operations  adjusted for the non-cash
charges  for  depreciation,  amortization,  provision  of credit  losses and the
increase in accounts  payable.  The Company used  approximately  $4.2 million to
expand  accounts  receivable  and  inventory  during the first  quarter of 1998.
Nearly all of the $12.6  million  and $11.9  million  of cash used by  investing
activities for the three months ended March 31, 1999 and 1998,  respectively was
invested to increase the finance receivables.

Cash provided by financing  activities was approximately $8.1 million, and $12.4
million during the three months ended March 31, 1999, 1998, respectively. During
the three months ended March 31, 1999 and 1998 the Company increased its line of
credit  borrowing by $9.1 million and $9.7  million,  respectively.  The Company
issued notes  payable  totaling  $2.0 million and $2.5 million  during the three
months ended March 31, 1999 and 1998, respectively.

The Company has borrowed,  and will continue to borrow,  substantial  amounts to
fund its used car sales and  financing  operations.  The Company has a revolving
credit  facility with Finova Capital  Corporation to provide funding for finance
receivables from used car sales originated by the Company (the "Finova Revolving
Facility").  The Finova  Revolving  Facility had a maximum  commitment  of $35.0
million at December 31, 1997,  was  increased to a maximum  commitment  of $75.0
million,  effective  May 11,  1998,  and was  increased  again to a maximum $100
million  effective  November 9, 1998. Under the Finova Revolving  Facility,  the
Company may borrow the lesser of  $100,000 or up to 55% of the gross  balance of
eligible finance  contracts.  The Finova Revolving  Facility expires in December
31, 2001, at which time its renewal will be subject to renegotiation. The Finova
Revolving  facility is secured by  substantially  all of the  Company's  finance
receivables.  As of March 31, 1999, the principal amount  outstanding  under the
Finova  Revolving  Facility was $72.8 million up from a balance of $63.7 million
at December 31, 1998. The Finova Revolving  Facility bears interest at the prime
rate plus 2.5%  (10.5% as of March 31,  1999).  As part of the Finova  Revolving
Facility,  the Company  may finance up to $10 million of its used car  inventory
through Finova Capital Corporation. 

During 1998 and 1997, the Company financed its used car inventory through a line
of credit  with  Manheim  Automotive  Financial  Services,  Inc.  (the  "Manheim
Facility") which had an outstanding  balance of approximately  $400,000 at March
31, 1999 down from the $3.2 million at December 31, 1998. The maximum commitment
under the Manheim Facility is $3.75 million.  The Manheim Facility is secured by
the Company's  used car inventory and bears interest at 1.5% over the prime rate
(9.5% as of March 31, 1999).  Amounts  outstanding are payable on the earlier of
the day after a car is sold or 180 days after the floorplan advance. The Company
is in the process of  liquidating  the Manheim  Facility.  As of April 1999, the
outstanding balance was approximately $160,000.

In January 1999,  pursuant to a Subordinated  Loan Agreement dated as of January
31, 1999  ("Subordinated  Loan  Agreement")  by and between the Company and High
Capital Funding,  LLC ("High Cap"), the Company borrowed $2 million. The Company
issued 1999 Series A Subordinated Notes ("High Cap Notes") to High Cap and other
purchasers in connection with the Subordinated Loan Agreement.  The Notes, which
mature on January 31, 2000, bear interest on the unpaid principal balance at the
rate of 15% per annum,  payable monthly in arrears.  The interest rate increases
to 18% per annum on May 1, 1999 and to 22% per annum on  October  1,  1999.  The
High Cap Notes may be prepaid to any time without permission or penalty.

SEASONALITY

Historically, the Company's used car business has experienced higher revenues in
the first two quarters of the calendar year than in the latter half of the year.
Management  believes  that these  results  are due to seasonal  buying  patterns
resulting in part from the fact that many of its  customers  receive  income tax
refunds  during the first half of the year,  which are a primary  source of down
payments on used car purchases.

INFLATION

Increases  in  inflation  generally  result in  higher  interest  rates.  Higher
interest rates on the Company's  borrowings  would increase the interest expense
related to the Company's  existing  debt.  The Company cannot seek to limit this
risk by  increasing  interest  rates earned on its finance  contracts  since the
interest charged is at or near the maximum permitted under Florida law. To date,
inflation has not had a significant impact on the Company's operations.

YEAR 2000

At the beginning of the third quarter of 1996, the Company's  primary  operating
system  and its  peripherals  were made Year 2000  compliant.  All new  computer
systems  and  software  installations,  including  the  computer  systems of the
Company's  subsidiaries,  are currently Year 2000  compliant.  All other systems
including  the  Company's  local  and wide  area  networks,  telephone  systems,
uninterruptible  power  supply  systems and  historical  information  are or are
expected  to be in  compliance  no later  than the fourth  quarter of 1998.  The
Company continues to evaluate other  computerized  equipment to include security
systems,  fire control systems and power control systems,  to determine  whether
they are Year 2000 compliant.  The anticipated  expense associated with the year
2000 compliance  project will not include  additional  hardware cost or external
staffing.  The  amounts  incurred  to date and  expected  to be  incurred in the
future,  in connection  with  compliance  with Year 2000 are not believed by the
Company to be material. The Company is taking into account whether third parties
with which the Company has material  relationships  are Year 2000 compliant.  In
addition, the Company will develop contingency  strategies,  as appropriate,  in
the event the Company  encounters a Year 2000 compliance  problem in its own, or
in a third party vendor's, software applications.

<PAGE>


RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities"  (SFAS No. 133) which becomes  effective for us July 1,
1999. The Company believes the adoption of SFAS No. 133 will not have a material
impact on the Consolidated Financial Statements.

DISCONTINUED OPERATIONS

In January 1999, management made a decision to discontinue the operations of the
new car dealerships  segment and the parts and  accessories  segment in order to
focus on the Company's continuing operations. These two segments are expected to
be sold at an estimated net loss of $800,000 during 1999.

Revenues of the discontinued  operations were $46.5 million and $25.2 million in
1998 and 1997,  respectively.  The Company's discontinued operations achieved an
income of $0.4  million  for the year  ending  December  31,  1998,  which is an
increase  over a net loss of $1.4  million  for the  same  period  in 1996.  The
improved performance is primarily due to a significant increase in profitability
for the Corvette parts and accessories  segment.  The profitability  increase is
due to an  increasing  volume  of sales for the year  ended  December  31,  1998
compared to the same period in 1997.


                           PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.

During March 1999, certain  shareholders of the Company filed two putative class
action  lawsuits  against the Company and certain of the  Company's  current and
former officers and directors in the United States District Court for the Middle
District of Florida  (collectively,  the "Securities  Actions").  The Securities
Actions purport to be brought by plaintiffs in their individual  capacity and on
behalf of the class of persons  who  purchased  or  otherwise  acquired  Company
publicly traded  securities  between April 15, 1998 and February 26, 1999. These
lawsuits were filed following the Company's  announcement on February 26, 1999 a
preliminary  determination  had been  reached  that the net income  announced on
February  10,  1999 for the  fiscal  year  ended  December  31,  1998 was likely
overstated  in a  material,  undetermined  amount  at  that  time.  Each  of the
complaints  assert  claims for  violations  of Section  10(b) of the  Securities
Exchange Act of 1934 and Rule 10b-5 of the Securities and Exchange Commission as
well as a claim for the  violation  of Section  20(a) of the  Exchange  Act. The
plaintiffs  allege  that  the  defendants  prepared  and  issued  deceptive  and
materially  false  and  misleading   statements  to  the  public,  which  caused
plaintiffs to purchase Company  securities at artificially  inflated prices. The
plaintiffs seek unspecified damages. The Company intends to contest these claims
vigorously. The Company cannot predict the ultimate resolution of these actions

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

Described  below are the sales of  securities  by the  Company  during the first
quarter of 1999 that were not  registered  under the  Securities Act of 1933, as
amended (the "1933 Act"). On the issuance of these securities the Company relied
on the exemption from registration  under the 1933 Act set forth in Section 4(2)
thereof,  based on  established  criteria  for  effecting  a private  offering,
including  the number of offerees for each  transaction,  access to  information
regarding the Company, disclosure of information by the Company, restrictions on
resale of the securities offered,  investment representations by the purchasers,
and the qualification of the offerees as "accredited investors."

On March 29, 1999, the Company issued  398,560shares  of common stock to Bankers
Life  Insurance  Company and 133,172  shares of common  stock to Bankers  Credit
Insurance Services,  Inc. in consideration for the conversion of their notes and
accrued interest with the Company.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

           None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

           None.

ITEM 5. OTHER INFORMATION.

           None



<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits
<TABLE>
<CAPTION>

     Exhibit
     NO.      EXHIBIT DESCRIPTION                    FILED HEREWITH OR INCORPORATED BY REFERENCE TO:
     ---      -------------------                    -----------------------------------------------
     <S>        <C>                                   <C>        
     3.1      Amended and Restated Articles          Exhibit 3.1 to Form SB-2 Registration Statement, filed on
              of Incorporation of Smart              September 1, 1995, File No. 33-96520-A.
              Choice Automotive Group, Inc.
              (the "Company")

     3.1.1    Articles of Amendment to               Exhibit 3.2 to Form 10-Q filed on May 20, 1997.
              Articles of Incorporation of
              the Company

     3.2      Amended and Restated By-Laws of        Exhibit 3.2 to Form SB-2 Registration Statement, filed on
              the Company                            September 1, 1995, File No. 33-96520-A.

     3.2.1    Amendment No. 1 to Amended and         Exhibit 3.2.1 to Amendment No. 2 to Form SB-2
              Restated Bylaws                        Registration Statement, filed on November 6, 1995, File
                                                     No. 33-96520-A.

     3.2.2    Second Articles of Amendment to        Exhibit 3.1 to Form 8-K filed on October 9, 1997.
              Articles of Incorporation

     3.2.3    Third Articles of Amendment to         Exhibit 3.1 to Form 10-Q filed on May 15, 1998.
              Articles of Incorporation

     3.2.4    Fourth  Articles of  Amendment to      Exhibit  3.2.4 to Form S-1 filed on July 17, 1998.
              Articles of Incorporation

     3.2.5    Fifth  Articles of  Amendment  to      Exhibit  3.2.5 to Form S-1 filed on July 17, 1998.
              Articles of Incorporation

     4.1      Specimen Common Stock                  Exhibit 4.1 to Form 8-A Registration Statement, filed on
              Certificate                            April 16, 1997.

     4.2      Specimen of Warrant Certificate        Exhibit 4.2 to Form    8-A    Registration Statement,  
                                                     filed  on April 16, 1997.

     4.3      Warrant Agreement between the          Exhibit 4.5 to Amendment No. 2 to Form SB-2 Registration
              Company and American Stock             Statement, filed on November 6, 1995, File No. 33-96520-A.
              Transfer & Trust Company, as
              Warrant Agent, dated November
              9, 1995

     4.3.1    Form of Amendment to Warrant           Exhibit 4.4 to Form 8-A  Registration Statement, 
              Agreement                              filed on April 16, 1997.

     10.1     Eckler Industries, Inc.                Exhibit 10.4.1 to Form SB-2 Registration Statement, filed
              Retirement and Savings Plan and        on September 1, 1995, File No. 33-96520-A.
              Trust Agreement, as Amended and
              Restated on September 14, 1992

     10.1.1   1998 Executive Incentive               Exhibit A to Proxy Statement filed on June 9, 1998.
              Compensation Plan

     10.2     Amendment No. 1 to Eckler              Exhibit 10.4.2 to Form SB-2 Registration Statement filed      
              Industries, Inc. Retirement and        on September 1, 1995, File No. 33-96520-A.
              Savings Plan Trust Agreement 
              Dated March 28, 1994.
<PAGE>

     10.3     Eckler Industries, Inc.                Exhibit 10.6 to Form SB-2 Registration Statement, filed
              Non-Qualified Stock Option Plan        on September 1, 1995, File No. 33-96520-A.

     10.4     Eckler Industries, Inc. 1995           Exhibit 10.7 to Form SB-2 Registration Statement, filed
              Combined Qualified and                 on September 1, 1995, File No. 33-96520-A.  
              Option Plan

     10.5     Registration Rights Agreement by       Exhibit 10.15 to Amendment No. 1 to Form  SB-2
              and among the Company and each         Registration Statement, filed on October 13, 1995,   
              of the Purchasers  referred to         File No. 33-96520-A.
              in  Schedule 1 thereto, dated
              September 20, 1995.

     10.6     Unit Purchase Option Agreement         Exhibit 1.2 to Amendment No. 2 to Form SB-2 Registration      
              between the Company and Argent         Statement, filed on November 6, 1995, File No. 33-96520-A.
              Securities, Inc. and Certificate 
              dated November 15, 1995.

     10.7     Loan Agreement between the             Exhibit 10.19 to Post-Effective Amendment No. 2 to Form
              Company and Barnett Bank, N.A.         SB-2 Registration Statement, filed on November 14, 1996,      
              dated September 30, 1996               File No. 33-96520-A.

     10.8     Mortgage and Security Agreement        Exhibit 10.20 to Post-Effective Amendment No. 2 to Form       
              between the Company and Barnett        SB-2 Registration Statement, filed on November 14, 1996,
              Bank, N.A. dated September 30,         File No. 33-96520-A.
              1996.

     10.9     Promissory Note in the amount          Exhibit 10.21 to Post-Effective Amendment No. 2 to Form       
              of $2,400,000 from the Company         SB-2 Registration Statement, filed on November 14, 1996,
              in favor of Barnett Bank, N.A.         File No. 33-96520-A.       
              dated September 30, 1996.

     10.10    Assignment of Loan Documents           Exhibit 10.10 to Form 10-K filed on April 14, 1998.  
              dated November 4, 1997 between  
              Barnett Bank, N.A. and The
              Huntington National Bank
              ("Huntington")

     10.11    Modification of Mortgage Deed          Exhibit 10.11 to Form 10-K filed on April 14, 1998.  
              and Security Agreement dated
              November 3, 1997 between the
              Company and Huntington

     10.12    Future Advance Promissory Note         Exhibit 10.12 to Form 10-K filed on April  14,  1998.  
              dated  December  30,  1997, 
              principal  amount $260,000, 
              the Company maker, Huntington, payee.

     10.13    Modification  of  Mortgage  and        Exhibit 10.13 to Form 10-K filed on April 14, 1998.  
              Mortgage  Note  and Extension
              Agreement dated December 30,
              1997 between the Company and
              Huntington.

     10.13.1  Modification  of Mortgage  Note        Exhibit  10.13.1 to From S-1 filed on August 21, 1998,
              and Extension Agreement  dated         file no. 333-59375.
              July 24, 1998 between the
              Company and Huntington.

     10.14    Merger Agreement between               Exhibit 10.1 to Form 8-K, filed on February 12, 1997
              Smart Choice Holdings, Inc.
              ("SCHI"), the Company, Thomas
              E. Conlan and Gerald C. Parker
              dated December 30,  1997.

     10.15    First Amended and Restated Loan        Exhibit 4.1 to Form 10-Q, filed on May 20, 1997.
              and Security Agreement between
              Florida Finance Group, Inc.
              ("FFG") and Finova Capital
              Corporation ("Finova"), dated
              February 4, 1997.

     10.16    Warrant to Purchase Common Stock       Exhibit 4.2 to Form 10-Q, filed on May 20, 1997.
              of the Company between the             Company and Finova, dated
              January 13, 1997.

     10.17    Promissory Note by Eckler              Exhibit 10.1 to Form 8-K filed on March 5, 1998
              Industries, Inc. in favor of
              Stephens

     10.17.1  Amendment to Guaranty Agreement        Exhibit 10.4 to Form 8-K filed on March 5, 1998.
              between Registrant and Stephens        Inc.

     10.17.2  Amendment to Pledge and Security       Exhibit 10.5 to Form 8-K filed on March 5, 1998.
              Agreement between Registrant and       Stephens Inc.

     10.17.3  Loan Extension and Modification        Exhibit 10.17.3 to Form 10-K filed on April 15, 1999.
              Agreement between Registrant and
              Stephens Inc. dated April 15, 1999.

     10.17.4  Extension of Engagement Letter         Exhibit 10.17.4 to Form 10-K filed on April 15, 1999.
              between Stephens Inc. and
              Registrant dated March 1, 1999.

     10.17.5  Warrant Agreement Issued to            Exhibit 10.17.5 to Form 10-K filed on April 15, 1999.
              Stephens Inc.

     10.18    Promissory note dated February         Exhibit 10.9 to Form 8-K filed on March 5, 1998.
              24, 1998, First Choice Auto            Finance, Inc., maker, and
              Manheim Automotive Financial           Services, Inc., payee.

     10.18.1  Guaranty dated March 21, 1997          Exhibit 10.10 to Form 8-K filed on March 5, 1998.
              from the Company in favor of           Manheim Automotive Financial
              Services, Inc.

     10.19    Second  Amended and Restated Loan      Exhibit 10.19 to Form 10-K filed on April 15, 1999.
              and Security Agreement dated 
              November 9, 1998 between FFG,  
              Liberty  Finance  Company,  
              Smart Choice  Receivable
              Holdings Company and First Choice 
              Auto Finance, Inc., SC Holdings,
              Inc., the Company and Finova 
              Capital Corporation.

     10.19.1  Guaranty to Finova from the            Exhibit 4.5 to form 10-Q, filed on May 20, 1997.
              Company dated January 13, 1997.

     10.19.2  Guaranty to Finova from SC             Exhibit 10.19.2 to Form 10-K filed on April 15, 1999.
              Holdings, Inc. dated 
              November 9, 1998.

     10.19.3  Guaranty to Finova from the            Exhibit 10.19.3 to Form 10-K filed on April 15, 1999.
              Company.

     10.20    Eighth Amended and Restated            Exhibit 10.20 to Form S-1 filed on August 21, 1998, File
              Promissory Note dated March 27,        No. 333-59375
              1998, between FFG, maker, and
              Finova

     10.20.1  Ninth Amended and Restated             Exhibit 10.1 to Form 10-Q, filed on May 15, 1998.
              Promissory Note dated March
              27, 1998, between FFG, maker 
              and Finova.

     10.20.2  Tenth Amended and Restated             Exhibit 10.20.2 to Form 10-K filed on April 15, 1999.
              Promissory Note dated November
              9, 1998, between FFG, Liberty
              Finance Company, Smart Choice
              Receivable Holdings Company and
              First Choice Auto Finance, Inc.

     10.21    Fourth  Amended and  Restated          Exhibit  10.21 to Form S-1 filed on August  21,  1998,  
              Schedule  to  Amended  and  Restated   File No. 333-59375
              Loan and Security  Agreement,  FFG,  
              borrower,  Finova, lender, dated 
              March 27, 1998.

     10.21.1  Fifth Amended and Restated             Exhibit 10.2 to Form 10-Q filed on May 15,  1998.
              Schedule to Amended  and  Restated  
              Loan and  Security Agreement, FFG, 
              borrower, Finova, lender.

     10.21.2  Schedule to Second Amended and         Exhibit 10.21.2 to Form 10-K filed on April 15, 1999.
              Restated Loan and Security
              Agreement, dated November 9,
              1998, FFG, Liberty Finance
              Company and First Choice Auto
              Finance, Inc., borrower.

     10.21.3  Intercreditor Agreement between        Exhibit 10.21.3 to Form 10-K filed on April 15, 1999.
              Manheim Automotive Financial
              Services, Inc. and Finova
              Capital Corporation.

     10.22    Stock Purchase Agreement dated         Exhibit 10.1 to Form 10-Q, filed on May 20, 1997.
              January 28, 1997 between SCHI
              and Gary Smith.

     10.23    Promissory Note dated January          Exhibit 10.2 to Form 10-Q filed on May 20, 1997.
              28, 1997, First Choice
              Finance, Inc. ("FCAF"), maker,
              Gary Smith, payee, in the
              principal amount of $1,031,008.
<PAGE>

     10.24    Lease dated April 5, 1997              Exhibit 10.24 to Form S-1 filed on August 21, 1998, File
              between Gary R. Smith and Team         No. 333-59375
              Automobile Sales and Finance,          
              Inc.

     10.25    Promissory Note Modification           Exhibit 10.25 to Form S-1 filed on August 21, 1998, File
              Agreement, dated December 15,          No. 333-59375
              1997 between FCAF and Gary R.
              Smith.

     10.26    Asset Purchase Agreement dated         Exhibit 10.3 to Form 10-Q, filed on May 20, 1997.
              January 28, 1997 between FCAF
              and Gary Smith.

     10.27    Asset Purchase Agreement among         Exhibit 10.17 to Form 8-K, filed on February 26, 1997.
              FCAF, Palm Beach Finance and
              Mortgage Company ("PBF"), Two
              Two Five North Military Corp.
              ("225"), and David Bumgardner,
              and Amendment thereto.

     10.28    Loan and Security Agreement            Exhibit 10.18 to Form 8-K, filed on February 26, 1997.
              between 225 and FCAF dated
              February 14, 1997.

     10.29    9% Secured Convertible Note of         Exhibit 10.20 to Form 8-K, filed on February 26, 1997.
              FCAF to 225 and PBF.

     10.30    9% Convertible Debenture of SCHI       Exhibit 10.21 to Form 8-K, filed on February 26, 1997.
              to PBF.

     10.31    Lease between David Bumgardner         Exhibit 10.22 to Form 8-K, filed on February 26, 1997.
              as Lessor and FCAF, Lessee,
              dated February 13, 1997.

     10.32    Indemnification Agreement in           Exhibit 10.23 to Form 8-K, filed on February 26, 1997.
              favor of PBF and 225 by FCAF,
              dated February 14, 1997.

     10.33    Executive Employment Agreement         Exhibit 10.15 to Form 10-Q, filed on May 20, 1997.
              between the Company and Gary
              Smith.

     10.34    Executive Employment Agreement         Exhibit 10.16 to Form 10-Q, filed May 20, 1997.
              between the Company and Robert
              Abrahams.

     10.35    Executive  Employment Agreement        Exhibit 10.35 to Form 10-Q filed on August 21, 1998,
              dated April 11, 1997 between the       File No. 333-59375.
              Company and Joseph Alvarez.

     10.36    Executive  Employment Agreement        Exhibit 10.36 to Form S-1 filed on August 21, 1998,
              between the Company and Ronald         File No. 333-59375.
              Anderson.

     10.36.1  Executive  Employment  Agreement       Exhibit 10.36.2 to Form S-1 filed on August 21, 1998,
              dated February 9, 1998 between         File No. 333-53975.
              the Company and Robert J. Downing.

<PAGE>

     10.37    Non Qualified Stock Option             Exhibit 10.37 to Form S-1 filed on August 21, 1998, File
              Agreement dated March 5, 1997          No. 333-53975.
              among the Smart Choice Holdings
              Management Trusts (the
              "Management Trusts"), Eckler
              Industries, Inc., and Robert J.
              Abrahams.

     10.38    Non Qualified Stock Option             Exhibit 10.38 to Form S-1 filed on August 21, 1998, File
              Agreement dated March 5, 1997          No. 333-59375.
              among the Management Trusts,
              Eckler Industries, Inc., and
              Robert J. Abrahams.

     10.39    Non Qualified Stock Option             Exhibit 10.39 to Form 10-K, filed on April 14, 1998.
              Agreement dated April 11, 1997,
              among the Management Trusts, the
              Company and Joseph Alvarez.

     10.40    Stock Option  Agreement dated          Exhibit 10.40 to Form S-1 filed on August 21, 1998, File
              March 24, 1997 between the             No. 333-59375.
              Company and Ronald Anderson.

     10.41    Non-Qualified  Stock  Option           Exhibit  10.41 to Form S-1  filed August 21, 1998, File
              Agreement dated April 17, 1997         No. 333-59375
              between the Company and David 
              Bumgardner.

     10.42    Non-Qualified Stock Option             Exhibit 10.42 to Form S-1 filed on August 21, 1998, File
              Agreement dated April 17, 1997         No. 333-59375
              between the Company and Craig
              Macnab.

     10.43    Stock Option  Agreement dated          Exhibit 10.43 to Form S-1 filed on August 21, 1998, File
              March 19, 1997 between the             No. 333-59375
              Company and Gerald Parker.

     10.44    Non-Qualified  Stock  Option           Exhibit  10.44 to Form S-1  filed on August 21, 1998, File
              Agreement dated April 17, 1997         No. 333-59375
              between the Company and Gerald Parker.

     10.45    Non-Qualified Stock Option             Exhibit 10.45 to Form S-1 filed on August 21, 1998, File
              Agreement dated April 17, 1997         No. 333-59375.
              between the Company and Donald         
              Wojnowski.

     10.46.1  Non-Qualified Stock Option             Exhibit  10.46.1 to Form S-1 filed on August 21, 1998,
              Agreement dated July 29, 1997          File No. 333-59375.
              between the  Company and
              Joseph Alvarez.

     10.46.2  Non-Qualified  Stock  Option           Exhibit 10.46.2 to Form S-1 filed on August 21, 1998,
              Agreement  dated  January 29,          File No. 333-59375.
              1997 between the Company and
              Joseph Mohr.

     10.46.3  Non-Qualified  Stock  Option           Exhibit 10.46.3 to Form S-1 filed on August 21, 1998,
              Agreement  dated  February 9,          File No. 333-59375.
              1998 between the Company and
              Robert Downing.

     10.46.4  Non-Qualified  Stock  Option           Exhibit 10.46.4 to Form S-1 filed on August 21, 1998,
              Agreement  dated  January 29,          File No. 333-59375.
              1997 between the Company and       
              Ron Anderson.

     10.47    Convertible Senior Promissory          Exhibit 10.18 to Form 10-Q, filed May 20, 1997.
              Note dated March 13, 1997,
              the Company, maker, Sirrom Capital
              Corporation ("Sirrom"), payee.

     10.48    Convertible Senior Promissory          Exhibit 10.19 to Form 10-Q, filed May 20, 1997.
              Note dated May 13, 1997, the
              Company, maker, Sirrom, payee.
              between the Company and Sirrom.

     10.49    Amended and Restated                   Exhibit 10.20 to Form 10-Q, filed May 20, 1997.
              Registration  Rights Agreement
              dated May 13, 1997.

     10.50    Asset  Purchase  Agreement             Exhibit 10.1 to Form 8-K filed on July 14, 1997.
              dated as of June 27,  1997
              among the Company, Strata Holding, 
              Inc., Ready Finance, Inc., Donald 
              Cook, Marilyn Cook and Madie A.
              Stratemeyer.

     10.51    Form of Convertible  Note issued       Exhibit 10.1 to Form 8-K filed on October 9, 1997.
              by the Company to High Capital 
              Funding,  LLC, and other purchasers.

     10.51.1  Form of Warrant issued by the          Exhibit  10.2 to Form 8-K  filed on October 9, 1997.
              Company to High Capital Funding,
              LLC,  and other  purchasers.

     10.52    Subordinated Loan Agreement            Exhibit 10.52.1 to Form 10-K filed on April 15, 1999.
              dated January 30, 1999, between
              High Capital Funding, LLC and
              the Company.

     10.52.1  Company Form of 1999 Series A          Exhibit 10.52.1 to Form 10-K filed on April 15, 1999.
              Subordinated Note.

     10.52.2  Guaranty Agreement between SC          Exhibit 10.52.2 to Form 10-K filed on April 15, 1999.
              Holdings, Inc., First Choice
              Auto Finance, Inc. and High
              Capital Funding, LLC.

     10.53    Promissory Note, principal             Exhibit 10.3 to Form 8-K filed on October 9, 1997.
              amount $1,500,000 by Eckler
              Industries, Inc., maker,
              Stephens Inc., payee.

     10.54    Promissory Note, principal             Exhibit 10.1 to Form 8-K filed on March 5, 1998.
              amount $3,000,000, Eckler
              Industries, Inc., maker,
              Stephens Inc., payee.

     10.55    Guaranty Agreement by the              Exhibit 10.4 to Form 8-K filed on October 9, 1997.
              Company to Stephens Inc.

     10.56    Amendment to Guaranty Agreement        Exhibit 10.4 to Form 8-K filed on March 5, 1998.
              between the Company and Stephens
              Inc.

     10.57    Pledge and Security Agreement          Exhibit 10.5 to Form 8-K filed on October 9, 1997.
              between the Company and Stephens
              Inc.

     10.58    Amendment to Pledge and Security       Exhibit 10.5 to Form 8-K filed on March 5, 1998.
              Agreement between the Company
              and Stephens Inc.

     10.59    Securities Purchase Agreement          Exhibit 10.6 to Form 8-K filed on October 9, 1997.
              between the Company and certain
              buyers represented by Promethean
              Investment Group, L.L.C.

     10.60    Form of Warrant from the Company       Exhibit 10.7 to Form 8-K filed on October 9, 1997.
              to certain buyers represented by 
              Promethean Investment Group,
              L.L.C.

     10.61    Automotive Wholesale Financing         Exhibit 10.61 to Form S-1 filed on August 21, 1998, File
              and Security Agreement dated           No. 333-59375
              July 21, 1997 between First
              Choice Stuart 1, Inc. ("FCS1")
              and Nissan Motor Acceptance
              Corporation ("NMAC").

     10.62    Addendum to Automotive Wholesale       Exhibit 10.62 to Form S-1 filed on August 21, 1998, File
              Financing and Security Agreement       No. 333-59375

     10.63    Second Addendum to Automotive          Exhibit 10.63 to Form S-1 filed on August 21, 1998, File
              Wholesale Financing and Security       No. 333-59375
              Agreement dated August 11, 1997 
              between NMAC and FCSI.

     10.64    Dealer Capital Loan and Security       Exhibit 10.64 to Form S-1 filed on August 21, 1998, File
              Agreement dated October 12,            No. 333-59375
              1995 between B&B Florida  Enterprises, 
              Inc. and NMAC.

     10.65    Amendment to Dealer Capital Loan       Exhibit 10.65 to Form S-1 filed on August 21, 1998, File
              and Security Agreement dated           No. 333-59375
              September 1, 1997 between NMAC         
              and FCS1.

     10.66    Dealer Equipment Loan and              Exhibit 10.66 to Form S-1 filed on August 21, 1998, File
              Security Agreement dated October       No. 333-59375
              12, 1995 between NMAC and B&B
              Florida Enterprises, Inc.

     10.67    Amendment to Dealer Equipment          Exhibit 10.67 to Form S-1 filed on August 21, 1998, File
              Loan and Security Agreement            No. 333-59375
              dated September 1, 1997 between        
              NMAC and FCSI.

     10.67.1  Second Amendment to Dealer             Exhibit 10.67 to Form S-1 filed on August 21, 1998, File
              Equipment Loan and Security            No. 333-59375.
              Agreement.

     10.67.2  Second Amendment to Dealer             Exhibit 10.67.2 to Form 10-K filed on April 15, 1999.
              Capital Loan and Security
              Agreement, dated July 29, 1998,
              between Nissan Motor Acceptance
              Corporation and First Choice
              Stuart 1, Inc., dba Stuart
              Nissan.

     10.68    Nissan Dealer Term Sales and           Exhibit 10.68 to Form S-1 filed on August 21, 1998, File
              Service Agreement dated August         No. 333-59375
              29, 1997 between Nissan Motor
              Corporation in U.S.A., the
              Company, Smart Cars, Inc. and
              FCS1.

     10.69    Wholesale Financing and Security       Exhibit 10.69 to Form S-1 filed on August 21, 1998, File
              Agreement dated August 11, 1997        No. 333-59375
              between First Choice Stuart 2,
              Inc. ("FCS2") and Volvo Finance
              North America, Inc.

     10.70    Authorized Retailer Agreement          Exhibit 10.70 to Form S-1 filed on August 21, 1998, File
              between Volvo Cars of North            No. 333-59375.
              America, Inc. and FCS2.
     
     10.71    Convertible Subordinated               Exhibit 10.71 to Form S-1 filed on August 21, 1998, File
              Debenture dated November 3,            No. 333-59375.
              1997, principal amount $750,000, 
              the Company,  maker, Bankers Life
              Insurance Company, payee.

     10.72    Registration Rights Agreement          Exhibit 10.72 to Form S-1 filed on August 21, 1998, File
              dated November 3, 1997 between         No. 333-59375
              the Company and Bankers Life
              Insurance Company.

     10.73    Settlement Agreement and Release       Exhibit 10.73 to Form S-1 filed on August 21, 1998, File
              dated January 30, 1998 among the       No. 333-59375.
              Company, FCAF, FCS2, Jack
              Winters Enterprises, Inc., Jack
              Winters, F. Craig Clements,
              Killgore Pearlman, P.A. and Mark
              L. Ornstein.

     10.74    Stock Purchase Agreement dated         Exhibit 10.74 to Form S-1 filed on August 21, 1998, File
              May 6, 1997 between FCS1 and           No. 333-59375.
              Thomas DeRita, Jr.

     10.75    Promissory Note dated December         Exhibit 1075 to Form S-1 filed on August 21, 1998, File
              19, 1997, principal amount             No. 333-59375.
              $2,199,000, First Choice
              Melbourne 1, Inc., maker and
              Raytheon Aircraft Credit
              Corporation, payee.

     10.76    Guaranty Agreement by the              Exhibit 10.76 to Form S-1 filed on August 21, 1998, File
              Company to Raytheon Aircraft           No. 333-59375.
              Credit Corporation.

<PAGE>

     10.77    Security Agreement dated              Exhibit 10.77 to Form S-1 filed on August 21, 1998, File
              December 19, 1997 between First       No. 333-59375
              Choice Melbourne 1, Inc. and
              Raytheon Aircraft Credit
              Corporation.

     10.78    Registration  Rights  Agreement       Exhibit 10.8 to Form 8-K filed on October  9,  1997.
              between  the   Company  and  certain
              buyers represented by Promethean
              Investment Group, L.L.C.

     10.79    Promissory Note dated February         Exhibit 10.9 to Form 8-K filed on March 5, 1998.
              24, 1998, FCAF, maker, Manheim
              Automotive Financial Services,
              Inc., payee,

     10.80    Guaranty dated March 21, 1997          Exhibit  10.10 to Form 8-K filed on March 5, 1998.
              from the Company in favor of           Manheim Automotive Financial
              Services, Inc.

     10.81    Intentionally Omitted.

     10.82    Manheim Automotive Financial           Exhibit 10.82 to Form S-1 filed on August 21, 1998, File
              Services, Inc. Security                No. 333-59375
              Agreement dated March 21, 1997
              between FCAF and Manheim               
              Automotive Financial Services,
              Inc.

     10.83    Promissory Note dated June 17,         Exhibit 10.83 to Form S-1 filed on August 21, 1998, File
              1997, principal amount $825,000,       No. 333-59375
              FCAF, maker, Carl Schmidt
              Enterprises, Inc., payee.

     10.84    Real Estate Mortgage dated June        Exhibit 10.84 to Form S-1 filed on August 21, 1998, File
              17, 1997, FCAF, mortgagor, Carl        No. 333-59375
              Schmidt Enterprises, Inc., mortgagee.

     10.85    Intentionally Omitted.

     10.86    Intentionally Omitted.

     10.87    Twenty-Fourth Amendment to GM          Exhibit 10.87 to Form S-1 filed on August 21, 1998, File
              Reproduction and Service Part          No. 333-59375
              Tooling License Agreement.

     10.88    Twenty-Sixth  Amendment to GM          Exhibit 10.88 to Form S-1 filed on August 21, 1998
              Reproduction and Service Part          No. 333-59375   
              Tooling License Agreement.

     10.89    Thirty-Fourth  Amendment  to GM        Exhibit 10.89 to Form S-1 filed on August 21, 1998, File
              Reproduction  Service Part             No. 333-593759375
              Tooling License Agreement.

     10.90    Lease between Florida Auto             Exhibit 10.90 to Form S-1 filed on August 21, 1998, File
              Auction of Orlando, Inc. and           No. 333-59375 
              First Choice Auto Finance, Inc.
              dated May 12, 1997, for
              Reconditioning Facility.

<PAGE>

     10.91    Aircraft Lease between General         Exhibit 10.67.2 to Form 10-K filed on April 15, 1999.
              Electric Capital Corporation
              and the Company, dated December 1998.

     11.1     Statement re Computation of.           *
              Earnings Per Share.

     27.1     Financial Data Schedule.               Filed herewith.
</TABLE>


*    Information regarding the computation of earnings per share is set forth in
     the Notes to Consolidated Financial Statements.

          (b)     Report on Form 8-K

           None


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on May 20, 1999.

                                  SMART CHOICE AUTOMOTIVE GROUP, INC.


                                  By:      /S/ GARY R. SMITH
                                  --------------------------
                                      Gary R. Smith
                                      President and Chief Executive Officer


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

       SIGNATURES               TITLE                                 DATE
       ----------               -----                                 ----

/S/ GARY R. SMITH      President and Chief executive Officer       May 20, 1999
-----------------
Gary R. Smith

/S/ RICHARD M. TODD    Chief Accounting Officer                    May 20, 1999
-------------------
Richard M. Todd