SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB





             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.

                                                                                                                       Page 2.
</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 ................................       321,994         207,420
                                                                     -----------     ------------
                                                                       3,580,971       3,794,283

EXPENSES:
Cost of sales - contract hire ....................................     2,552,543       2,843,212
Cost of sales - AC Cars ..........................................   --                  144,022
General and administrative expenses - contract hire ..............       489,586         376,027
General and administrative expenses - AC Cars ....................   --                  543,238
Amortization of intangible assets - contract hire ................       157,680         157,680
Amortization of intangible assets - AC Cars ......................   --                   10,319
Interest expenses and other - contract hire ......................       575,809         279,311
Interest expenses and other - AC Cars ............................   --                   78,382
                                                                     -----------     ------------
                                                                       3,775,618       4,432,191

LOSS BEFORE MINORITY INTERESTS ...................................     (194,647)       (637,908) 

Minority interests in net loss of consolidated subsidiary (Note 1)   --                  226,395
                                                                     -----------     ------------

LOSS BEFORE PROVISION FOR INCOME TAXES ...........................     (194,647)       (411,513)   

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

NET LOSS .........................................................   $ (194,647)      $(411,513)
                                                                     ===========     ============


LOSS PER COMMON SHARE (Note 5):
Net loss before minority interest ................................   $ (.07)         $ (.23)
Minority interest in net loss of subsidiary ......................   --                 .08
                                                                  --------------     ------------
                                                                     $ (.07)         $ (.15)
                                                                  ==============     ============
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
                                   (Unaudited)

<TABLE>
<CAPTION>

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

      CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                       <C>                      <C>        
Net loss .............................................................................    $ (194,647)              $ (411,513)
Adjustments to reconcile net loss to net cash provided
 by operating activities:
Minority interest in net loss of subsidiary ..........................................                               (226,395)
Depreciation and amortization ........................................................     1,071,956                   837,328
Amortization of goodwil1 .............................................................        57,680                   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 ...........................................       130,413                   (43,342)
(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                   770,818
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 ................................................................          --                     (80,000)
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 5.

<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 6.

<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:
<TABLE>
<CAPTION>

     Fixed assets consists of the following:

                                                            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
Aircraft                                                         -                  927,561
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 7.

<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 8.

<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 9.

<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  $903,955  when
comparing the quarter ended  February 28, 1998 to the quarter ended February 28,
1997.  This 49%  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 49% 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 49% over the past
year, and represents  13.67% of revenue as against 10.47% for the  corresponding
period.


                                    Page 10.

<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 11.

<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 12.

<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 14, 1998                            PRIDE AUTOMOTIVE GROUP, INC.



                                                    By: /s/ Alan Lubinsky
                                                        Chief Executive Officer
                                                        
















                                    Page 13.