SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A





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

                     For the period ended February 28, 1998

                         Commission File Number 0-27944


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

Delaware                                       98-0157860
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)


    Pride House, Watford Metro Centre, Tolpits Lane, Watford, England WD1 8SB
               (Address of principal executive offices) (Zip Code)

                                 (800) 698-6590
                (Issuer's telephone number, including area code)




     Indicate by (X) whether 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 and (2) has been subject to such filing requirements for the
past 90 days. YES X NO

     Common Stock, $.001 par value.  2,822,500 shares outstanding as of February
28, 1998.


<PAGE>
                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES


                                      INDEX


<TABLE>
<CAPTION>

                                                                                     Page(s)

PART I. Financial Information:

ITEM 1. Financial Statements
<S>                                                                                  <C>
     Consolidated  Condensed  Balance Sheets - February 28, 1998 (Unaudited) and
November 30, 1997                                                                    3.

     Consolidated  Condensed  Statements of Operations  (Unaudited) Three Months
Ended February 28, 1998 and February 29, 1997                                        4.

     Consolidated  Condensed  Statements of Cash Flows  (Unaudited) Three Months
Ended February 28, 1998 and February 29, 1997                                        5.

     Notes to Interim Consolidated Condensed Financial Statements (Unaudited)        6.


     ITEM 2.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations                                                                9.


     PART II. Other Information                                                      12.


     SIGNATURES                                                                      13.


     EXHIBITS: Exhibit 27 - Financial Data Schedule                                  14.

</TABLE>

<PAGE>
PART 1.  Financial Information
ITEM 1.  Financial Statements

                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                   - ASSETS -

                                                                                February 28,        November 30,
                                                                                1998                1997
                                                                                (unaudited)

ASSETS:
<S>                                                                                                     <C>             <C>         
 Cash and cash equivalents ..........................................................................   $     13,689    $     77,354
 Accounts receivable ................................................................................      4,243,377       2,002,365
 Inventories ........................................................................................        179,268       1,248,360
 Property, revenue producing vehicles and equipment - net (Note 2) ..................................     25,570,847      27,882,350
 Intangible assets - net (Note 3) ...................................................................      8,917,186       9,090,156
 Investment in affiliate ............................................................................      1,800,000            --
                                                                                                        ------------    ------------

TOTAL ASSETS                                                                                             $40,724,367    $ 40,300,585
                                                                                                        ============    ============

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -

LIABILITIES  (Note 4):
 Bank overdraft line of credit ......................................................................   $  5,489,924    $  6,976,699
 Accounts payable ...................................................................................      1,567,040       1,758,764
 Accrued liabilities and expenses ...................................................................        724,116         865,977
 Bank debt ..........................................................................................        677,900         695,782
 Obligations under hire purchase contracts ..........................................................     18,441,373      18,341,778
 Other loans ........................................................................................      1,686,000       4,198,500
 Other liabilities ..................................................................................        222,310          52,707
                                                                                                        ------------    ------------

TOTAL LIABILITIES ...................................................................................     28,808,663      32,890,207
                                                                                                        ------------    ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY  (Note 5):
 Preferred stock, $.01 par value, 2,000,000 shares authorized,
none issued or outstanding                                                                                    --             --
 Common stock, $.001 par value, 10,000,000 shares authorized;
2,822,500 shares issued and outstanding at 1998 and 1997,
respectively                                                                                                   2,823           2,823
 Additional paid-in capital .........................................................................     14,122,165      13,582,795
 Deferred financing costs ...........................................................................       (123,750)      (141,500)
 Retained earnings (deficit) ........................................................................     (2,289,844)    (5,857,987)
 Foreign currency translation .......................................................................        204,310       (175,753)
                                                                                                        ------------    ------------

TOTAL SHAREHOLDERS' EQUITY ..........................................................................     11,915,704       7,410,378
                                                                                                        ------------    ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                               $40,724,367    $ 40,300,585
                                                                                                        ============    ============
</TABLE>

        See notes to interim consolidated condensed financial statements

                                     Page 3.

<PAGE>
                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                       For the Three Months Ended
                                                                             February 28,
                                                                          1998             1997
                                                                    ---------------     ---------

REVENUE:
<S>                                                                   <C>            <C>        
 Contract hire income .............................................   $ 2,441,865    $ 1,652,484
 Sale of contract hire vehicles ...................................       817,112      1,731,816
 Sale of vehicles - AC Cars (Note 1) ..............................          --          202,563
 Fleet management and other income - contract hire ................       321,994        106,420
 Other income - AC Cars ...........................................          --           42,000
                                                                      -----------    -----------
                                                                        3,580,971      3,735,283

EXPENSES:
 Cost of sales - contract hire ....................................     1,480,587      2,026,157
 Cost of sales - AC Cars ..........................................          --          172,178
 Depreciation - contract hire .....................................     1,071,956        817,054
 Depreciation - AC Cars ...........................................          --          109,269
 General and administrative expenses - contract hire ..............       489,586        376,027
 General and administrative expenses - AC Cars ....................          --          379,115
 Amortization of intangible assets - contract hire ................       157,680        157,680
 Amortization of intangible assets - AC Cars ......................          --              616
 Interest expenses and other - contract hire ......................       575,809        279,311
 Interest expenses and other - AC Cars ............................          --           78,382
 Research and development - AC Cars ...............................          --           81,912
                                                                      -----------    -----------
                                                                        3,775,618      4,477,701

LOSS BEFORE MINORITY INTERESTS ....................................      (194,647)      (742,418)

 Minority interests in net loss of consolidated subsidiary (Note 1)          --          173,073
                                                                      -----------    -----------

LOSS BEFORE PROVISION FOR INCOME TAXES ............................      (194,647)      (569,345)

 Provision (credit) for income taxes ..............................          --             --
                                                                                     -----------

NET LOSS ..........................................................   $  (194,647)   $  (569,345)
                                                                      ===========    ===========


LOSS PER COMMON SHARE (Note 5):
 Net loss before minority interest ................................   $      (.07)   $      (.27)
 Minority interest in net loss of subsidiary ......................          --              .06
                                                                      -----------    -----------
                                                                      $      (.07)   $      (.21)
                                                                      ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING (Note 5) ......................................     2,822,500      2,759,167
                                                                      ===========    ===========

</TABLE>


        See notes to interim consolidated condensed financial statements

                                     Page 4.

<PAGE>
                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                   (Unaudited)


                                                            For the Three Months Ended
                                                                      February 28,
                                                               1998          1997
                                                            ------------   ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                        <C>            <C>         
Net loss ...............................................   $  (194,647)   $  (569,345)
Adjustments  to reconcile net loss to net cash provided
by operating activities:
Minority interest in net loss of subsidiary ............          --         (173,073)
Depreciation and amortization ..........................     1,071,956        946,597
Amortization of goodwill ...............................       157,680        148,683
Loss (gain) on disposal of fixed assets ................        41,354        (28,470)
Deferred financing costs ...............................        17,750           --
  Changes in assets and liabilities:
(Increase) decrease in accounts receivable .............       (43,342)       125,654
(Increase) in inventories ..............................       (46,899)      (276,261)
Increase in accounts payable,
accrued expenses and other liabilities .................       438,706        352,781
                                                           -----------    -----------
Net cash provided from operating activities ............     1,442,558        526,566
                                                           -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of revenue producing assets .................    (3,104,557)    (2,918,307)
  Proceeds from sale of fixed assets ...................       909,207        517,139
                                                           -----------    -----------
Net cash (utilized) by investing activities ............    (2,195,350)    (2,401,168)
                                                           -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from bank lines of credit ...............       192,237      1,501,618
  Proceeds from sale of common stock and warrants ......          --           80,900
  Costs associated with initial public offering ........          --           (2,038)
  Principal payments of long-term debt .................       (17,882)        (6,679)
  Payment of other debt ................................          --         (810,800)
  Proceeds from hire purchase contract funding .........     3,154,590      3,701,474
  Principal repayments of hire purchase contract funding    (2,748,385)    (3,090,658)
                                                           -----------    -----------
Net cash provided by financing activities ..............       580,560      1,373,817
                                                           -----------    -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH ................       108,567        276,330
                                                           -----------    -----------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                   (63,665)      (224,455)

  Cash and cash equivalents, beginning of year .........        77,354        250,699
                                                           -----------    -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD $ .............        13,689    $    26,244
                                                           ===========    ===========


</TABLE>


        See notes to interim consolidated condensed financial statements


                                     Page 6.

<PAGE>
                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



NOTE   1  - DESCRIPTION OF COMPANY:

                Pride Automotive Group, Inc. (the "Company") was incorporated in
                the State of Delaware  in March 1995.  Pursuant to the terms and
                conditions of a reorganization in March 1995, the Company issued
                1,500,000  shares of its common stock to Pride,  Inc. (an entity
                incorporated  in the  State of  Delaware),  thereby  making  the
                Company a majority owned subsidiary of Pride,  Inc., in exchange
                for all of the issued and outstanding shares held by Pride, Inc.
                of Pride Management  Services,  Plc., (PMS) a consolidated group
                of operating  companies  located in the United Kingdom.  The PMS
                companies are engaged in the leasing of motor vehicles primarily
                on  contract  hire to local  authorities  and  select  corporate
                customers throughout the United Kingdom.  This exchange of stock
                resulted  in PMS  becoming  a  wholly  owned  subsidiary  of the
                Company. The Company, its subsidiary PMS, and PMS's subsidiaries
                are referred to as the  "Company"  unless the context  otherwise
                requires.

                On November  29,  1996,  the  Company,  through its newly formed
                majority  owned  subsidiary,  AC Automotive  Group Inc., and its
                wholly-owned  subsidiary AC Car Group Limited (registered in the
                United Kingdom),  completed the acquisition of certain assets of
                AC Cars Limited and Autocraft Limited.  These two companies were
                engaged in the manufacture  and sale of speciality  automobiles.
                The purchase price of approximately $6,067,000 was financed with
                the proceeds of a private offering of the Company's common stock
                and by loans.

                On February  12, 1998,  the Board of Directors of AC  Automotive
                Group,  Inc.  authorized the issuance of 6,130,000 shares of its
                common stock to Erwood Holdings, Inc., a company affiliated with
                Alan  Lubinsky,  the President and Chief  Executive  Officer and
                director of the  Company  and AC  Automotive  Group,  Inc.,  for
                aggregate  consideration of $6,130. In addition,  441,300 shares
                were   issued  to  other   unrelated   parties   for   aggregate
                consideration  of $443.  The  foregoing  issuance  of shares has
                reduced  the  ownership  of AC  Automotive  Group,  Inc.  by the
                Company to approximately 16%.

                Accordingly,  the Company's  investment in AC Automotive  Group,
                Inc., is being reported under the cost method of accounting.

                The accounting policies followed by the Company are set forth in
                Note  2  to  the  Company's  consolidated  financial  statements
                included in its Annual  report on Form 10-KSB for the year ended
                November 30, 1997,  which is  incorporated  herein by reference.
                Specific  reference is made to this report for a description  of
                the Company's securities and the notes to consolidated financial
                statements included therein.


                                     Page 7.

<PAGE>
                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



NOTE   1  - DESCRIPTION OF COMPANY (Continued):

                In the opinion of management, the accompanying unaudited interim
                consolidated  condensed financial statements of Pride Automotive
                Group,  Inc.  and its wholly  owned  subsidiaries,  contain  all
                adjustments  necessary to present fairly the Company's financial
                position  as of  February  28,  1998  and  the  results  of  its
                operations  and cash  flows for the three  month  periods  ended
                February 28, 1998 and 1997.

                The  results of  operations  for the three month  periods  ended
                February 28, 1998 and 1997 are not necessarily indicative of the
                results to be expected for the full year.


NOTE   2  - FIXED ASSETS:

                Fixed assets consists of the following:
<TABLE>
<CAPTION>

                                                                               February 28,          November 30,
                                                                               1998                  1997
                                                                                 (unaudited)

<S>                                                                           <C>                   <C>          
                Building and improvements                                     $     784,599         $     820,160
                Revenue producing vehicles                                       29,551,013            27,612,291
                Furniture, fixtures and machinery                                   544,112             4,670,067
                                                                             --------------        --------------
                                                                                 30,879,724            33,102,518
                Less: accumulated depreciation                                    5,308,877             5,220,168
                                                                              -------------         -------------
                                                                                $25,570,847           $27,882,350
                                                                                ===========           ===========

</TABLE>

NOTE   3   - INTANGIBLE ASSETS:

                Intangible  assets consist of goodwill which arose in connection
                with the acquisition of certain subsidiaries of PMS. Goodwill is
                being   amortized   over  a  period  of  10  -  20  years  on  a
                straight-line basis. Accumulated amortization as of February 28,
                1998 and November 30, 1997 aggregated $3,780,512 and $3,622,833,
                respectively.

                The Company  periodically reviews the valuation and amortization
                of goodwill  to  determine  possible  impairment  by  evaluating
                events and  circumstances  that might  indicate an  inability to
                recover the carrying amount. Such evaluation is based on various
                analyses,  including  profitability  projections  and cash flows
                that incorporate the impact on existing Company business.


                                     Page 8.

<PAGE>
                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



NOTE   4   - LIABILITIES:

                Included in  liabilities as of February 28, 1998, are amounts in
                the aggregate of $10,807,390 which are not due and payable until
                after February 28, 1999.  This amount consists of amounts due to
                trade creditors, loans payable and equipment notes payable.


NOTE   5   -    EARNINGS (LOSS) PER SHARE:

                The Company has adopted  SFAS 128  "Earnings  Per Share"  ("SFAS
                128"),  which has  changed  the method of  calculating  earnings
                (loss) per share.  SFAS 128 requires the presentation of "basic"
                and  "diluted"  earnings  (loss)  per  share  on the face of the
                income  statement.  Prior period  earnings (loss) per share data
                has been restated in  accordance  with SFAS 128. Loss per common
                share is  computed  by  dividing  the net  loss by the  weighted
                average  number of common  shares and common  equivalent  shares
                outstanding during each period.


                                     Page 9.

<PAGE>
ITEM  2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS

                Pride Automotive  Group,  Inc., (the "Company") was incorporated
                in the State of Delaware  in March  1995.  Pursuant to the terms
                and  conditions of a  reorganization  agreement  entered into in
                March 1995,  the Company issued  1,500,000  shares of its common
                stock to Pride,  Inc.  (an entity  incorporated  in the State of
                Delaware), in exchange for all the issued and outstanding shares
                of PMS,  thereby making the Company a majority owned  subsidiary
                of Pride and PMS a wholly-owned  subsidiary of the Company.  PMS
                is the  holding  company  for  nine  wholly-owned  subsidiaries,
                operating as one unit,  located in the United  Kingdom.  PMS and
                its wholly-owned  subsidiaries are located in the United Kingdom
                and  follow  generally  accepted  accounting  principles  in the
                United  Kingdom.  For  purposes  of the  consolidated  financial
                statements of the Company, the statements have been converted to
                the  generally  accepted  accounting  principles  in the  United
                States.

                    Pride,  the Company's  parent,  is an entity reporting under
               the Exchange Act, and its reports may be obtained and reviewed by
               either  contacting  the Company or the  Securities  and  Exchange
               Commission.  Pride,  Inc. on its own has virtually no operations.
               As such, its financial  viability is represented by the financial
               statements of the Company. Pride was incorporated as L.H.M. Corp.
               in the  State of  Delaware  on May 10,  1988 as a  "blank  check"
               company,  for the purpose of seeking potential  business ventures
               through  acquisitions  or merger.  In April  1990,  L.H.M.  Corp.
               entered  into  an  Agreement  and  Plan  of  Reorganization  with
               International  Sportsfest,  Inc.  ("ISI"),  a  company  formed to
               engage in and establish sports  expositions in sports merchandise
               such as clothing and equipment. ISI never engaged in any business
               operations.  In January  1994,  ISI entered into an Agreement and
               Plan of  Reorganization  with PMS,  whereby  PMS became a wholly-
               owned subsidiary of ISI and ISI changed its name to Pride, Inc.

                In December  1995, the Company  consummated a private  placement
                offering  of  common  stock of  500,000  shares,  which  reduced
                Pride's ownership  interest to 72.8%. In April 1996, the Company
                completed an initial public offering of 592,500 shares of common
                stock at $5.00 per share and 2,000,000  redeemable  common stock
                warrants at a price of $.10 each. The effect of the offering was
                to reduce Pride's ownership interest to 56.55%.

                On November  29,  1996,  the  Company,  through its newly formed
                majority  owned  subsidiary,  AC Automotive  Group Inc., and its
                wholly-owned  subsidiary AC Car Group Limited (registered in the
                United Kingdom),  completed the acquisition of certain assets of
                AC Cars Limited and Autocraft Limited.  These two companies were
                engaged in the manufacture  and sale of speciality  automobiles.
                The purchase price of approximately $6,067,000 was financed with
                the proceeds of a private offering of the Company's common stock
                and by loans.

                On February  12, 1998,  the Board of Directors of AC  Automotive
                Group,  Inc.  authorized the issuance of 6,130,000 shares of its
                common stock to Erwood Holdings, Inc., a company affiliated with
                Alan  Lubinsky,  the President and Chief  Executive  Officer and
                director of the  Company  and AC  Automotive  Group,  Inc.,  for
                aggregate  consideration of $6,130. In addition,  441,300 shares
                were   issued  to  other   unrelated   parties   for   aggregate
                consideration  of $443.  The  foregoing  issuance  of shares has
                reduced  the  ownership  of AC  Automotive  Group,  Inc.  by the
                Company to approximately 16%.


                                    Page 10.

<PAGE>
                Accordingly,  the Company's  investment in AC Automotive  Group,
                Inc., is being reported under the cost method of accounting.

                The  financial   information   presented  herein  include:   (i)
                Consolidated  Condensed  Balance  Sheets as of February 28, 1998
                and November 30, 1997; (ii) Consolidated Condensed Statements of
                Operations  for the Three Month Periods Ended  February 28, 1998
                and 1997 and (iii)  Consolidated  Condensed  Statements  of Cash
                Flows for the Three Month  Periods  Ended  February 28, 1998 and
                1997.

                Results of Operations - Contract Hire

                Contract  hire  and  fleet   management   income   increased  by
                $1,004,995 when comparing the quarter ended February 28, 1998 to
                the quarter ended February 28, 1997. This 57% increase is due to
                the net growth in the fleet of 379 vehicles over the past year.

                Vehicle  sales  decreased  by $914,704  when  comparing  the two
                quarters  due to less  contracts  terminating  and less sales of
                vehicles.

                During the quarter,  96 new contracts were written at an average
                rental of $695 per vehicle  compared  with 117 new  contracts in
                the  corresponding  period in 1997 at an average  rental of $525
                per vehicle. The average monthly rental is dependent on the type
                of vehicle being rented and the terms of the contract.

                During the quarter,  37 vehicles were disposed on termination of
                contracts at an average  profit of $734 per vehicle.  During the
                corresponding  quarter in 1997,  40 vehicles were disposed of at
                an average profit of $2,363 per vehicle.  The average profit per
                vehicle on disposal is dependent on the type of vehicle sold and
                current market value of vehicles.

                As of February 28,  1998,  1,757  vehicles  were under lease and
                management compared to 1,492 vehicles as at February 28, 1997.

                Costs of sales  relating  to sales of  vehicles  decreased  from
                $1,614,633 to $789,954 when comparing the quarter ended February
                28, 1998 with the quarter ended February 28, 1997. This decrease
                is due to less contracts terminating and a decrease in the sales
                of vehicles.

                Cost of sales, including depreciation, relating to contract hire
                and  fleet  management   income  increased  from  $1,228,579  to
                $1,762,589 or 43% when comparing the two quarters ended February
                28, 1997 to 1998,  respectively.  This  increase is in line with
                the 57% increase in contract hire and fleet  management  income.
                Cost  of  sales,  including  depreciation,  as a  percentage  of
                contract hire and fleet  management  income decreased from 69.8%
                to  63.8%,  when  comparing  the two  quarters.  This  resulting
                increase  in gross  margin of  approximately  6% has enabled the
                Company  to  absorb  the  increases  in  other   overheads  when
                comparing  the results of the two  quarters  ended  February 28,
                1998 and 1997, respectively.

                General and  administrative  expenses increased by $113,559 when
                comparing  the  quarters  ended  February  28,  1998  and  1997,
                respectively. This increase of 30% is in line with the growth in
                contract hire income of 57% over the past year,  and  represents
                13.67%  of  revenue  as  against  10.47%  for the  corresponding
                period.


                                    Page 11.

<PAGE>
                Interest  expense  increased by $296,498 when  comparing the two
                quarters  ending February 28, 1998 and 1997,  respectively.  The
                reason for this increase is due to the significant growth in new
                business  which  requires  increased  funding,  the  cost of the
                increase in the bank overdraft  line of credit  utilized to fund
                the  AC  Car   operations   and   additional   working   capital
                requirements to fund the growth.

                For the three  months  ended  February  28,  1998 and 1997,  the
                Company  reported,  prior to amortization of goodwill  ($157,680
                for both periods)  losses from operations of $36,967 and $7,829,
                respectively, for the contract hire operations.

                                    Page 12.

<PAGE>
PART II.        OTHER INFORMATION


ITEM 1 -        Legal Proceedings.
                None.
ITEM 2 -        Changes in Securities.
                None.
ITEM 3 -        Defaults Upon Senior Securities.
                None.
ITEM 4 -        Submission of Matters to a Vote of Security Holders.
                None.
ITEM 5 -        Other Information.
                None.
ITEM 6 -        Exhibits or Reports on Form 8-K.
                Exhibit 27 - Financial Data Schedule



                                    Page 13.

<PAGE>
                                   SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned thereunto duly authorized.





Dated: April 21, 1998




PRIDE AUTOMOTIVE GROUP, INC.




By: /s/ Alan Lubinsky
Chief Executive Officer, and
Principal Accounting Officer






                                    Page 14.