UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                    For the fiscal year ended - June 30, 2006
                                       OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                         For the transition period from:

                       Commission file number: 333-127099
                                   Pride, Inc.
                 (Name of Small Business Issuer in its charter)


               Colorado                                   94-3405810
     (State or other jurisdiction                     (I.R.S. Employer
     incorporation or organization)                Identification Number)

                2525 Fifteenth Street, Suite 3H, Denver, Co 80211
                    (Address of principal executive offices)

                    Issuer's telephone number: (303) 480-5037

           Securities registered under Section 12(b) of the Act: None

              Securities registered under Section 12(g) of the Act:

                      Common Stock, no par value per share
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(D) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.    YES [ ] NO [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [X]

Indicate by check mark whether registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act) YES [ ] NO [X]

State issuer's revenues for its most recent fiscal year. $195,141

State the aggregate market value of the voting stock held by non- affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. (See definition of affiliate in Rule 12b-2 of the Exchange Act):   $ -0-

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ] Not applicable.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
                         1,287,393 as of March 1, 2007.

   Transitional Small Business Disclosure Format (Check one): Yes [ ]; No [X]



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                                     PART I

ITEM 1.  BUSINESS

Pride, Inc. (PRIDE) was organized on August 22, 2001 under the laws of the state
of Colorado. Effective August 22, 2001, all of the assets, liabilities and
business operations of Prime Rate Income & Dividend Enterprises, Inc. (PIDV)
were contributed to PRIDE and its subsidiaries. PRIDE issued 1,325,000 shares of
its restricted common stock to PIDV for the assets, liabilities and business it
received from PIDV. Predecessor cost basis of assets and liabilities were
carried over to PRIDE. The retained earnings of PIDV were carried over to PRIDE
since PIDV was its predecessor, and in effect, the same operating business.
PRIDE was a wholly-owned subsidiary of PIDV. PIDV entered into a share exchange
agreement with U.S. Medical Systems, Inc. (USMS) effective November 12, 2002,
whereby USMS became a wholly-owned subsidiary of PIDV. This business combination
completed in November 2002, was accounted for as a reverse acquisition of PIDV
since the former controlling shareholders of USMS controlled PIDV after the
transaction. During March 2004, PIDV changed its name to U.S. MedSys Corp. Since
USMS's business is not related to the real estate and mortgage investment
business of PRIDE, the PIDV directors decided it was in the best interest of
PIDV and PRIDE and PIDV's shareholders to spin-off PRIDE. The conditions of the
business combination agreement with USMS stipulate that PRIDE would be spun-off
to PIDV shareholders. The shares of PRIDE are being held by Michael L.
Schumacher, President, for the benefit of PIDV shareholders, in escrow with
instructions to distribute the PRIDE shares upon the effectiveness of a
registration statement with the Securities and Exchange Commission. Management
continues operations of PRIDE in the same manner as prior to the pro rata
spin-off. On November 12, 2002, the directors of PIDV approved, subject to the
effectiveness of a registration statement with the Securities and Exchange
Commission, the pro rata spin-off of PRIDE to the PIDV shareholders of record on
November 26, 2002 on a pro rata basis, exclusive of shares issued to U.S.
Medical Systems, Inc. (USMS) shareholders effective November 12, 2002. At
November 26, 2002, there were 1,350,000 shares of PIDV outstanding that were
entitled to receive spin-off shares. Subsequent to November 26, 2002, 62,607
share distribution rights were received and then canceled, leaving 1,287,393
shares of PRIDE's common stock held by PRIDE's President in trust for the
benefit of the shareholders described above.

PRIDE and its consolidated subsidiaries, herein referred to as "the Company"
include PRIDE's wholly-owned subsidiary Pride Holdings, Inc. (PHI) and PHI's
wholly-owned subsidiaries Pride Investments, Inc., Pride Equities, Inc., Ash
Creek, Inc., Elm Creek, Inc., and Shell Creek, Inc. PRIDE's consolidated
subsidiaries also include 51.6% owned subsidiary National Superstars, Inc. since
acquisition in September 2003 and through May 31, 2005, the date of disposition
of the Company's controlling ownership of National Superstars, Inc., and 98%
owned subsidiary Federal Mortgage Corporation of Puerto Rico, Inc. since
acquisition in January 2004, and Federal Mortgage Corporation of Puerto Rico,
Inc.'s 100% owned subsidiary, Pride Lending, Inc., and 51% owned subsidiary
Marwich II, Ltd. since acquisition in November 2004 and through June 23, 2006,
the date of disposition of the Company's controlling ownership of Marwich II,
Ltd., and 75% owned subsidiary Springfield Financial, Inc. since acquisition in
January 2005, and 51% owned subsidiary American Telstar, Inc. since acquisition
in March 2005.

The principal executive offices of the Company are located at 2525 Fifteenth
Street, Suite 3H, Denver, Colorado 80211, and the Company's telephone number is
(303) 480-5037.

GENERAL BUSINESS PLAN

PRIDE and its subsidiaries are principally in the investment business. The
Company principally invests in real estate and real estate mortgage loans. PRIDE
and its subsidiaries own real estate in Texas, Colorado, and North Dakota. The
Company acquired five real estate properties in Corpus Christi, Texas and four
real estate properties in Arapahoe County, Colorado during the two years ended
June 30, 2006. The Company currently does not have any plans for investing in
real estate to be held for a long term. Future investments, if any, in real
estate to be held for long term would only be made if management believes that
there was significant opportunity for a substantial long term significant gain.

PRIDE's principal sources of revenue are from interest, rent, and gains on the
sale of investments. Rent income is earned from real estate owned by the
Company. There are no long-term leases on the part-time use of the condos and
are rented on a month-to-month basis. The two Denver, Colorado units owned by
the Company are approximately 800 square feet each. The four residences in Texas
are approximately 2,800, 2,000, 1,700, and 1,750 square feet, respectively. The


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<PAGE>

two condominiums in Arapahoe County are approximately 850 square feet each. The
two houses owned by the Company in Arapahoe County are approximately 2,000 and
1,600 square feet, respectively. Gains on the sale of investments are the result
of sales of various investments acquired by the Company. Investments owned at
June 30, 2006 consist principally of real estate. The Company also acquired one
residential lot in Texas. Although the Company had gains on the sale of
investments during the years ended June 30, 2006 and 2005, past performance may
not be indicative of future performance, and future sales and investments may
not result in gains, and losses may occur. PRIDE previously invested in
foreclosure certificates of purchase, but no longer invests in them and had no
investments in certificates of purchase as of June 30, 2006.

DISTRIBUTION OF PRODUCTS AND SERVICES

PRIDE markets its real estate generally through listings with real estate
brokers.

COMPETITION

PRIDE's real estate business is highly competitive. There are thousands of real
estate investors in the United States of America that are investing in similar
properties. The level of competition in the acquisition, sale and renting of
real estate properties is effected by economic conditions in the area as well as
interest rates available to borrowers.

AVAILABILITY OF RAW MATERIAL: PRINCIPAL SUPPLIERS

Since the Company is not involved in manufacturing, there is no need for raw
materials. Supplies used in the business are minimal. The number of foreclosure
sales is directly related to economic conditions and interest rates in the area
and therefore, the inventory of potential foreclosure certificates of purchase
available varies over time.

PATENTS AND INTELLECTUAL PROPERTY

The Company has no patent or intellectual property rights.

GOVERNMENTAL APPROVAL

There are no governmental approval requirements related to the Company's
business.

EFFECT OF GOVERNMENTAL REGULATIONS: COMPLIANCE WITH ENVIRONMENTAL LAWS

The Company is not materially effected by any specific governmental regulations
other than various states limit the interest rates charged on loans. Under
certain circumstances, the Company will sell properties and carry back mortgage
loans on the properties. The Company does not charge interest rates in excess of
rates allowed by law. The types of costs and expenses incurred during the
redemption period which may be reimbursed are defined by statutes. The Company
complies with the applicable provisions of the statutes.

Various local zoning, homeowners associations and various other rules and
regulations limit how properties may be used and require certain maintenance and
repairs for properties. Certain federal and state environmental protection
statutes exist related to hazardous wastes and other environmental concerns. The
Company is in compliance with all environmental laws.

RESEARCH AND DEVELOPMENT

The Company has not been involved in any research and development projects.

ITEM 2. DESCRIPTION OF PROPERTY.

 (a) PRIDE currently uses two of its condominium units for office space and
facilities. As more fully described in Item 12, the Company's President
currently pays the Company $500 per month for use of these condominium units as
an office for his accounting business.


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<PAGE>

(b) PRIDE and its subsidiaries invest in real estate and real estate mortgages
primarily for rental and interest income. By investing in real estate that
provides current income plus the opportunity of long-term capital gains, the
Company is attempting to realize reasonable current operating income plus a
potential hedge against long-term inflation. The Company has no limitations or
policies on the percentage of assets which may be invested in any one
investment, or type of investment. This policy may be changed without a vote of
the stockholders.

     (1) The Company may invest in any type of real estate but currently
principally has investments in residential rental houses. The Company also owns
two residential condominiums and eight residential lots. The Company has
financed its real estate acquisitions with its own capital plus assumption of
existing loans on properties or owner carry back loans on properties. The
Company has no limitation policy on the number or amount of mortgages which may
be placed on any one piece of property. Appropriateness of real estate
investments and related financing decisions are determined by the officers of
the Company.

     (2) The Company's investments in mortgage loans are principally loans
carried back on properties sold. Management has no current plans to actively
invest in mortgage loans other than those related to properties sold by the
Company. The Company may invest in any mortgage loans on any type of real
estate. The loans may be first or second mortgages. If the Company invests in
mortgage loans, it intends to originate the loans and service them, but is not
required to do so. The Company could sell off its loans, but does not intend to
sell them. The Company has no policy with respect to portfolio turnover. The
Company currently has no investments in mortgage loans.

     (3) The Company currently has no investments and no plans to invest in
securities of or interests in persons primarily engaged in real estate
activities.

(c) As of June 30, 2006, the Company had four investments in real estate in
Texas which amounted to ten percent or more of the total assets of the Company.
All three properties are single family residences. Two of the properties were
acquired in May 2005, the third was acquired in February 2006, and the fourth
was acquired in June 2006. The Company received no rental income from the
properties during the year ended June 30, 2006. The Company may rent these
properties but currently there are no lease agreements on the properties. The
properties are being held principally as investments. The properties are being
depreciated on a straight-line basis over 27 years. The costs of the four
properties were $320,270, $304,828, $273,492 and $329,447, respectively, but the
tax cost basis of the first two properties are $178,343 and $169,352,
respectively, due to the Internal Revenue Service Section 1031 Exchange
transactions related to these properties. Real estate taxes on the Texas houses
are approximately $7,500 each, which amounts to approximately 2.5% of the
original cost and approximately $3.12 per square foot.

At June 30, 2006, the Company has $2,378,650 invested in real estate, all of
which are owned with individual deeds to the property, and is generally
summarized as follows:
                                                        Year of
         Description                                  Acquisition       Cost
         -----------                                  -----------    ----------
         Two condominium units
           in Denver, Colorado                            2000       $  313,226

         Two single family residences, including
           Improvements, in Corpus Christi, Texas         2005          718,633

         Two single family residences, including
           Improvements, in Corpus Christi, Texas         2006          604,855

         Two single family residences
           In Arapahoe County, Colorado                   2006          355,781

         Two condominium units
           In Arapahoe County, Colorado                   2006          205,451


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         Eight residential lots located in:
           Nebraska (5 lots)                              2006           78,096
           North Dakota ( lots)                           1997            6,222
           Texas (1 lot)                                  2005          101,940
                                                                     ----------
                                                                     $2,384,204
         Accumulated depreciation                                      (100,428)
                                                                     ----------
                                                                     $2,283,776

During the year ended June 30, 2005, the Company sold two residential lots in
Texas for $58,500. These lots had been acquired in 2004. Costs of these lots
sold, including selling costs, totaled $13,773, resulting in a gain of $44,727.
Also during the year ended June 30, 2005, the Company sold its residential
condominium unit in Los Angeles County, California for $589,000. This unit was
acquired in 2001. Cost of this unit was $350,248 including selling costs. At the
time of sale, there was $39,083 of accumulated depreciation. Sale of this unit
resulted in a gain of $277,835. To facilitate an Internal Revenue Service Code
Section 1031 Exchange, the Company used an independent party (facilitator) to
handle the transactions on the Company's behalf. The sales proceeds were held in
trust by the facilitator and used for the purpose of acquiring the two single
family residences and the residential lot all located in Corpus Christi, Texas.
As a result of the Section 1031 exchange, the gains on the sale of the two Texas
lots and the unit in California which totaled $322,562 are deferred for income
tax purposes until the replacement properties are sold. A provision for deferred
income taxes has been provided in the amount of $109,671 related to this
transaction.

Also during the year ended June 30, 2005, the Company acquired and sold three
residences in Arapahoe County, Colorado. Sales prices of these residences
totaled $495,000. Costs of these residences including costs of sale totaled
$463,926, resulting in gains from sales totaling $31,074.

The net loss from operations related to the properties sold during the year
ended June 30, 2005 was $103,817.

During the year ended June 30, 2006, the Company acquired two single family
residences in Corpus Christi, Texas totaling $604,855. Also during the year
ended June 30, 2006, the Company acquired and sold four residences in Arapahoe
County, Colorado. Sales prices of these residences totaled $601,680. Costs of
these residences including costs of sale totaled $589,173, resulting in gains
from sales totaling $12,507. Also during the year ended June 30, 2006, the
Company acquired two residential condominium units and two single family houses
in Arapahoe County, Colorado, for a total cost of $561,232. Also during the year
ended June 30, 2006, the Company acquired five lots in Brule, Nebraska for
$78,096. Two of the lots have various storage and garage buildings on them. Also
during the year ended June 30, 2006, the Company sold its lots in Arkansas for
$15,000. Costs of these lots including costs of sale totaled $16,169, resulting
in a loss from sales totaling $1,169.

The Company accounts for disposals of real estate owned as discontinued
operations.

ITEM 3. LEGAL PROCEEDINGS.

In the opinion of counsel there are no known legal proceedings or outstanding
judgments against the Company, nor any pending litigation.

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

None.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a) Market Information.


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<PAGE>

There is no public trading market for PRIDE common stock. The Company has no
market-makers for its stock.

Upon effectiveness of a Form SB-2, the Company plans to apply for quotation of
the Common Stock on the OTC Bulletin Board operated by the National Association
of Securities Dealers, Inc. PRIDE will have 1,287,393 shares of common stock
issued and outstanding. Of such shares, approximately 230,000 shares, held by
approximately 400 shareholders are eligible for resale. The remaining
outstanding shares will be restricted shares under Rule 144. Shares listed on
the OTC Bulletin Board will likely have a very limited and therefore illiquid
market. Shareholders may be unable, even if listed by the OTC, to sell their
shares. Getting listed by the OTC is contingent upon the Company finding a
market-maker. There can be no assurance that the Company will be able to find a
market-maker. The Company presently has no existing stock option or other plans
nor are there any outstanding options, warrants or securities convertible into
Common Stock.

(b) Holders.

Following the spin-off, we believe that there will be approximately 417
stockholders of record.

(c) Dividends.

The Company has paid no dividends during the years ended June 30, 2006 and June
30, 2005.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITIONS.

       Certain statements in this Management's Discussion and Analysis of
Financial Condition and Results of Operations which are not historical facts are
forward-looking statements such as statements relating to future operating
results, existing and expected competition, financing and refinancing sources
and availability and plans for future development or expansion activities and
capital expenditures. Such forward-looking statements involve a number of risks
and uncertainties that may significantly affect our liquidity and results in the
future and, accordingly, actual results may differ materially from those
expressed in any forward-looking statements. Such risks and uncertainties
include, but are not limited to, those related to effects of competition,
leverage and debt service financing and refinancing efforts, general economic
conditions, and changes in applicable laws or regulations. The following
discussion and analysis should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in this report.

     CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities.

We have identified the following policies below as critical to our business and
results of operations. For further discussion on the application of these and
other accounting policies, see Note 1 to the accompanying audited financial
statements for the year ended June 30, 2006, included elsewhere in this filing.
Our reported results are impacted by the application of the following accounting
policies, certain of which require management to make subjective or complex
judgments. These judgments involve making estimates about the effect of matters
that are inherently uncertain and may significantly impact quarterly or annual
results of operations. For all of these policies, management cautions that
future events rarely develop exactly as expected, and the best estimates
routinely require adjustment. Specific risks associated with these critical
accounting policies are described in the following paragraphs.

Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. On an


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<PAGE>

on-going basis, the Company evaluates its estimates, including those related to
valuation of investments, recoverability of long-lived assets, commitments and
contingencies. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

Investments
-----------

The Company previously invested in foreclosure certificates of purchase as
described in Item 1, Description of Business, but as of June 30, 2006, no longer
invests in them. At June 30, 2006, the Company had approximately $561,232
invested in real estate properties which had been acquired through foreclosure
certificates of purchase.

Impairment of Long-Lived Assets
-------------------------------

The Company assesses the impairment of investments and long-lived assets at
least annually, or whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. Factors considered important, which could
trigger an impairment review, include the following:

        -  significant underperformance relative to expected historical or
           projected future operating results;

        -  significant  changes in the manner or the  Company's  use of the
           acquired assets or the strategy for the Company's overall business;

        -  significant negative industry or economic trends.

When the Company determines that the carrying value of investments or long-lived
assets may not be recoverable based upon the existence of one or more of the
above indicators of impairment, any impairment is measured based on projected
net cash flows expected to result from that asset, including eventual
disposition. The Company recognizes impairment losses if the carrying amount of
the assets is not recoverable, determined when the carrying amount exceeds the
undiscounted cash flows. The impairment loss would be measured by the amount by
which the carrying amount of a long-lived asset exceeds its fair value. While
management believes that there is no impairment in this carrying value, actual
results may differ from those estimates.

As with any assumptions, there are associated uncertainties. As such, the asset
impairment methodology employed by the Company bears the risk of change, when
conditions change. The Company's investments are principally in the real estate
industry, whether they be direct real estate ownership, foreclosure certificates
of purchase, or mortgage loans with real estate as collateral, all of which are
susceptible to valuation changes due to economic conditions such as interest
rates and inflation levels. Such uncontrollable economic changes could have a
material effect on recoverability and on future potential impairment losses.

(a)  Plan of Operation

Our primary goal is to continue generating investment income of a reasonable
rate of return.

Our short-term objective is to continue investing in foreclosure certificates of
purchase that the Company believes will generate reasonable current investment
income.

Our intermediate and long-term objectives are to hold real estate in markets
that the Company believes offer the best chance of favorable appreciation.

(b)  Management's Discussion and Analysis of Financial Condition and Results of
Operations

RESULTS OF OPERATIONS

Year Ended June 30, 2006

Revenue for the year ended June 30, 2006 was approximately $195,000 as compared
to revenue of approximately $192,000 for the year ended June 30, 2005, an
increase of approximately $3,000. The gain on the sale of investments increased
from $72,205 to $122,431, an increase of $50,226. Since revenue from
appreciation of value of investments under generally accepted accounting
principles, are not generally recognized until the investment are sold, the
timing of revenue recognition depends upon when the Company sells its
investments. Gains or losses, if any, from the sale of investments are not

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<PAGE>

consistent from period to period and therefore are not necessarily indicative of
future revenues. The Company's interest income decreased from $113,823 for the
year ended June 30, 2005 to $63,294 during the year ended June 30, 2006, a
decrease of $50,529, principally related to termination of investing in
certificates of purchase.

Operating expenses related to continuing operations were approximately $199,000
during the year ended June 30, 2006, and approximately $186,000 during the year
ended June 30, 2005, an increase of approximately $13,000. Officer's
compensation to the company's President related to continuing operations
decreased from approximately $52,000 for the year ended June 30, 2005 to
approximately $3,000 during the year ended June 30, 2006, a decrease of
approximately $49,000. Professional fees decreased from approximately $76,000 to
approximately $70,000, a decrease of $6,000, primarily the result in decreased
accounting and auditing costs for the Company's publicly reporting subsidiaries.
Other operating expenses increased from approximately $36,000 to approximately
$80,000, an increase of $44,000, and principally related to additional property
taxes and costs of the Company's publicly reporting subsidiaries.

During the year ended June 30, 2006, the Company sold various real estate
properties which were accounted for as discontinued operations resulting in
income from discontinued operations of $11,338 during the year ended June 30,
2006 as compared to income from discontinued operations of $249,819 during the
year ended June 30, 2005, a decrease of $238,481.

Net income after provision for income taxes decreased from approximately
$169,000 during the year ended June 30, 2005 to approximately $6,000 during the
year ended June 30, 2006, a decrease of approximately $163,000.

The Company currently is not investing in foreclosure certificates of purchase
for current investment and has no plans for currently investing in certificates
of purchase or any additional real estate to be held for long-term appreciation.
In addition, the Company owns a controlling interest in one inactive publicly
reporting company which is seeking a business opportunity. Should this entity
find a business opportunity, the Company may sell its majority interest in this
company. Such sales could result in gains or losses. There can be no assurance
of gains and there are associated risks of losses.

Year Ended June 30, 2005

Revenue for the year ended June 30, 2005 was approximately $192,000 as compared
to revenue of approximately $462,000 for the year ended June 30, 2004, a
decrease of approximately $270,000. The gain on the sale of investments
decreased from $159,498 to $72,205, a decrease of $87,293. Since revenue from
appreciation of value of investments under generally accepted accounting
principles, are not generally recognized until the investment are sold, the
timing of revenue recognition depends upon when the Company sells its
investments. Therefore, during the year ended June 30, 2005, the company's gain
on sale of investment related to continuing operations decreased by $87,293,
solely based on less sales of assets by the Company. Gains or losses, if any,
from the sale of investments are not consistent from period to period and
therefore are not necessarily indicative of future revenues. Interest income
increased from $108,933 to $113,823, an increase of $4,890. During the year
ended June 30, 2004, the Company received $187,615 from a previously recorded
allowance for bad debts which accounted for approximately 70% of the difference
in revenues between the year ended June 30, 2004 and 2005.

Operating expenses related to continuing operations were approximately $186,000
during the year ended June 30, 2005, and approximately $170,000 during the year
ended June 30, 2004, an increase of approximately $16,000. Officer's
compensation to the company's President related to continuing operations
decreased from approximately $95,000 for the year ended June 30, 2004 to
approximately $52,000 during the year ended June 30, 2005, a decrease of
approximately $43,000. Professional fees increased from approximately $39,000 to
approximately $76,000, an increase of $37,000, primarily the result in increased
accounting and auditing costs for the Company's publicly reporting subsidiaries.
Other operating expenses increased from approximately $18,000 to approximately
$36,000, an increase of $18,000, and principally related to additional costs of
the Company's publicly reporting subsidiaries.

During the year ended June 30, 2005, the Company sold various real estate
properties which were accounted for as discontinued operations resulting in a
gain from discontinued operations of $249,819 during the year ended June 30,
2005 as compared to a gain from discontinued operations of $9,777 during the
year ended June 30, 2004, an increase of $240,042.

Net income after provision for income taxes decreased from approximately
$269,000 during the year ended June 30, 2004 to approximately $169,000 during
the year ended June 30, 2005, a decrease of approximately $100,000.


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<PAGE>

The Company plans to continue to invest in foreclosure certificates of purchase
for current investment and has no plans for currently investing in any
additional real estate to be held for long-term appreciation. This will likely
result in consistent interest income revenues but there can be no assurance of
this. In addition, the Company owns a controlling interest in three inactive
publicly reporting companies which are seeking business opportunities. Should
these entities find business opportunities, the Company may sell its majority
interest in these companies. Such sales could result in gains or losses. There
can be no assurance of gains and there are associated risks of losses.

     LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2006, the Company had cash of approximately $559,000. The Company's
current assets were approximately $569,000 at June 30, 2006 and its current
liabilities totaled approximately $71,000, resulting in net working capital of
approximately $498,000, a current ratio of approximately 8.2 to one.

At June 30, 2005, the Company had cash of approximately $252,000. The Company's
current assets were approximately $1,712,000 at June 30, 2005 and its current
liabilities totaled approximately $157,000, resulting in net working capital of
approximately $1,555,000, a current ratio of approximately 10.9 to one. Working
capital increased by approximately $26,000 from June 30, 2004 to June 30, 2005.

The Company's assets decreased from approximately $2,977,000 at June 30, 2005 to
approximately $2,875,000 at June 30, 2006, a decrease of approximately $102,000.
This net decrease was comprised principally of the following changes: Cash
increased from $252,000 to $559,000, an increase of $307,000; Investments in
foreclosure certificates of purchase decreased from $1,388,000 to $0, a decrease
of $1,388,000; Investments in marketable equity securities decreased from
$28,000 to $9,000, a decrease of $19,000; Investments in notes receivable
decreased from $277,000 to $0, a decrease of $277,000 due to principal collected
on the notes; Real estate increased from $996,000 to $2,284,000, an increase of
$1,288,000, Equipment and furnishings increased from $19,000 to $22,000, and
increase of $3,000, Other assets decreased from $17,000 to $0, a decrease of
$17,000.

The Company's liabilities decreased from approximately $268,000 at June 30, 2005
to approximately $170,000 at June 30, 2006, a decrease of $98,000. This decrease
is primarily the result of a decrease in officer's compensation payable.

The Company's sources of liquidity come from its cash balances which amounted to
approximately $559,000 at June 30, 2006. The cash balances are available for
immediate withdrawal from money market accounts. Management believes that
interest income, rental income and gains from sale of investments are sufficient
to fund current operations.

The Company's business is not subject to seasonality or any weather seasonality
conditions. The Company knows of no trends, events or uncertainties that have,
or are reasonable likely to have, a material impact on the Company's short-term
or long-term liquidity.

     FINANCIAL POSITION

Stockholders' equity totaled approximately $2,705,000 at June 30, 2006 as
compared to approximately $2,710,000 at June 30, 2006, a decrease of
approximately $5,000. This decrease resulted from a net income of approximately
$6,000 less recording of $12,000 decrease in unrealized appreciation of
marketable equity securities.

Management has not made any material commitments which will require any material
financial resources.

     SUBSEQUENT EVENTS

None

     FORWARD-LOOKING STATEMENTS

Certain statements concerning the Company's plans and intentions included herein
constitute forward-looking statements.

There are a number of factors that may affect the future results of the Company,
including, but not limited to, (a) interest rates, (b) general economic
conditions and (c) specific economic conditions within the areas where the
Company operates.

This registration statement contains both historical facts and forward-looking
statements. Any forward-looking statements involve risks and uncertainties,
including, but not limited to, those mentioned above. Moreover, future revenue
and margin trends cannot be reliably predicted.


                                       9
<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


                    PRIDE, INC. AND CONSOLIDATED SUBSIDIARIES
                    -----------------------------------------


                          INDEX TO FINANCIAL STATEMENTS


                             June 30, 2006 and 2005


Report of Independent Registered Public Accounting Firm                    F-2

Consolidated Financial Statements:

         Consolidated Balance Sheet                                        F-3

         Consolidated Income Statements                                    F-4

         Consolidated Statement of Changes in
           Stockholders' Equity                                            F-5

         Consolidated Statements of Cash Flows                             F-6

         Notes to Consolidated Financial Statements                        F-7











                                       F-1

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------



Board of Directors
Pride, Inc. and Consolidated Subsidiaries
Denver, Colorado


We have audited the accompanying balance sheet of Pride, Inc. and Consolidated
Subsidiaries as of June 30, 2006, and the related income statements,
stockholders' equity and cash flows for the two years ended June 30, 2006. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pride, Inc. and Consolidated
Subsidiaries as of June 30, 2006, and the results of its operations, changes in
its stockholders' equity and its cash flows for the two years ended June 30,
2006, in conformity with accounting principles generally accepted in the United
States of America.




Miller & McCollom
Certified Public Accountants
4350 Wadsworth Blvd., Suite 300
Wheat Ridge, CO 80033

March 1, 2007





                                       F-2
<PAGE>

                                   PRIDE, INC.
                                   -----------
                          AND CONSOLIDATED SUBSIDIARIES
                          -----------------------------

                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2006

                                     ASSETS
                                     ------

Current Assets
    Cash                                                         $  559,085
    Marketable equity securities (Note 3)                             9,380
    Other                                                               152
                                                                 ----------
      Total Current Assets                                          568,617

Real estate, net of accumulated depreciation
 of $100,428 (Note 11)                                            2,283,776
Equipment and furnishings, net of accumulated
 depreciation of $74,269 (Note 8)                                    22,207
                                                                 ----------

TOTAL ASSETS                                                     $2,874,600
                                                                 ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Current Liabilities:
    Accounts payable                                             $   20,576
    Officer's compensation payable (Note 6)                           2,750
    Income taxes payable                                              7,198
    Accrued expenses                                                 40,140
                                                                 ----------
      Total Current Liabilities                                      70,664

Deferred taxes payable, net of current portion (Note 2 and 11)       99,374
                                                                 ----------

TOTAL LIABILITIES                                                   170,038
                                                                 ----------

Commitments and contingencies (Notes 1, 2, 6, 8 and 11)

Stockholders' Equity:
    Preferred stock, no par value, 1,000,000
     shares authorized, none issued and outstanding                    --
    Common stock, no par value, 200,000,000 shares
       authorized, 1,287,393 shares issued and outstanding        1,986,104
    Accumulated other comprehensive income                            4,961
    Retained earnings                                               713,497
                                                                 ----------
TOTAL STOCKHOLDERS' EQUITY                                        2,704,562
                                                                 ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $2,874,600
                                                                 ==========

The accompanying notes are an integral part of the financial statements.



                                       F-3
<PAGE>
<TABLE>
<CAPTION>

                                   PRIDE, INC.
                                   -----------
                          AND CONSOLIDATED SUBSIDIARIES
                          -----------------------------

                         CONSOLIDATED INCOME STATEMENTS


                                                                    Year Ended June 30,
                                                                    2006           2005
                                                                -----------    -----------
<S>                                                             <C>            <C>
Revenue:
    Rent income, related party (Note 6)                         $     6,000    $     6,000
    Interest income                                                  63,294        113,823
    Gain on disposition of investments (Note 7)                     122,431         72,205
    Other                                                             3,416           --
                                                                -----------    -----------
                                                                    195,141        192,028
                                                                -----------    -----------
Expenses:
    Depreciation                                                     45,985         22,553
    Officer's compensation (Note 6)                                   2,750         51,833
    Professional fees                                                69,603         75,517
      Property taxes                                                 30,828          9,425
    Other                                                            49,361         26,193
                                                                -----------    -----------
                                                                    198,527        185,521
                                                                -----------    -----------
Income (loss) from continuing operations before income taxes         (3,386)         6,507
                                                                -----------    -----------
Provision (benefit) for income taxes on income (loss) from
 continuing operations (Notes 2 and 11):
    Current                                                           4,930           --
    Deferred                                                         (5,411)         2,692
                                                                -----------    -----------
                                                                       (481)         2,692
                                                                -----------    -----------
Income (loss) from continuing operations, net of income taxes        (2,905)         3,815
                                                                -----------    -----------
Discontinued Operations:
(Loss) from discontinued operations (Note 11)                          --         (103,817)
Gain on sales of discontinued operations (Note 11)                   11,338        353,636
                                                                -----------    -----------

Income from discontinued operations before income taxes              11,338        249,819
                                                                -----------    -----------
Provision for income taxes on income from discontinued
 operations (Note 2 and 11):
    Current                                                           2,098           --
    Deferred                                                           --           84,938
                                                                -----------    -----------
                                                                      2,098         84,938
                                                                -----------    -----------
Income from discontinued operations, net of income taxes              9,240        164,881
                                                                -----------    -----------
Net income                                                      $     6,335    $   168,696
                                                                ===========    ===========
Net Income Per Share:
    Continuing operations                                       $       nil    $       nil
                                                                ===========    ===========
    Discontinued operations                                     $       .01    $       .13
                                                                ===========    ===========
Per Share                                                       $       .01    $       .13
                                                                ===========    ===========
Weighted Average Shares Outstanding                               1,287,393      1,287,393
                                                                ===========    ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>


                                   PRIDE, INC.
                                   -----------
                          AND CONSOLIDATED SUBSIDIARIES
                          -----------------------------

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                     From July 1, 2004 through June 30, 2006

                                                                   Accumulated
                                                                      Other
                                          Common        Stock     Comprehensive      Retained
                                       No./Shares      Amount     Income (Loss)      Earnings       Total
                                      -----------   -----------   -------------    -----------   -----------
<S>                                   <C>           <C>           <C>              <C>           <C>
Balance at July 1, 2004                 1,287,393   $ 1,986,104   $        --      $   538,466   $ 2,524,570
Appreciation of marketable equity
 securities, net of deferred income
 taxes of $10,745  (Note 3)                  --            --            16,805           --          16,805

Net income for the year ended
 June 30, 2005                               --            --              --          168,696       168,696
                                      -----------   -----------   -------------    -----------   -----------


Balance at June 30, 2005                1,287,393     1,986,104          16,805        707,162     2,710,071

Depreciation of marketable equity
 securities, net of deferred income
 taxes of ($5,527) (Note 3)                  --            --           (11,844)          --         (11,844)

Net income for the year ended
 June 30, 2006                               --            --              --            6,335         6,335
                                      -----------   -----------   -------------    -----------   -----------

Balance at June 30, 2006                1,287,393   $ 1,986,104   $       4,961    $   713,497   $ 2,704,562
                                      ===========   ===========   =============    ===========   ===========
</TABLE>



The accompanying notes are an integral part of the financial statements.









                                       F-5

<PAGE>
<TABLE>
<CAPTION>
                                   PRIDE, INC.
                                   -----------
                          AND CONSOLIDATED SUBSIDIARIES
                          -----------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                         Year Ended June 30,
                                                                         2006           2005
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
Cash Flows From (Used in):
  Operating Activities of Continuing Operations:
  Net income                                                         $     6,335    $   168,696
  Less: Income from discontinued operations, net of income taxes          (9,240)      (164,881)
                                                                     -----------    -----------
Net Income (loss) from Continuing Operations                              (2,905)         3,815

Adjustments to reconcile income (loss) from continuing operations
 to net cash from operating activities of continuing operations:
   Depreciation                                                           45,985         22,553
   (Increase) decrease in other assets                                    17,747         (9,560)
   Increase (decrease) in:
     Income taxes payable                                                  7,198        (19,528)
     Accounts payable, accrued expenses and other                         26,036         11,093
     Deferred income taxes payable                                       (11,907)         2,982
     Officer's compensation payable                                     (123,650)       (74,372)
   Other                                                                     170           --
                                                                     -----------    -----------
Net Cash (Used in) Operating Activities of Continuing Operations         (41,326)       (63,017)
                                                                     -----------    -----------
Cash Flows From (Used in):
 Investing Activities of Continuing Operations:
 (Investment) in real estate, equipment and furnishings                 (775,057)      (730,320)
(Investment) in foreclosure certificates of purchase                  (1,289,045)    (5,167,370)
Redemption of foreclosure certificates of purchase                     2,125,039      4,726,534
Collection of notes receivable                                           104,242         33,043
Collection of mortgage notes receivable                                  172,860        341,365
                                                                     -----------    -----------
Net Cash Provided by (Used in) Investing Activities of
 Continuing Operations                                                   338,039       (796,748)
                                                                     -----------    -----------
Cash Flows from Financing Activities of Continuing Operations:              --             --
                                                                     -----------    -----------
Net Cash Provided by (Used in) Activities of Continuing Operations       296,713       (859,765)
                                                                     -----------    -----------
Discontinued Operations:

Investing activities of Discontinued Operations                           11,338        635,850
                                                                     -----------    -----------
Net Cash Provided by Discontinued Operations                              11,338        635,850
                                                                     -----------    -----------
Increase (decrease) in Cash                                              308,051       (223,915)

Cash, Beginning of Period                                                251,754        475,669
                                                                     -----------    -----------
Cash, End of Period                                                  $   559,805    $   251,754
                                                                     ===========    ===========
Interest Paid                                                        $      --      $      --
                                                                     ===========    ===========
Income Taxes Paid                                                    $      --      $    19,528
                                                                     ===========    ===========

Supplementary schedule of non-cash transactions:
  Exchange of certificates of purchase for four single family
   residences                                                        $   561,232    $      --
                                                                     ===========    ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.

                                       F-6
<PAGE>

                                   PRIDE, INC.
                                   -----------
                          AND CONSOLIDATED SUBSIDIARIES
                          -----------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2006 and 2005

(1)     Organization and Summary of Accounting Policies
        -----------------------------------------------

This summary of significant accounting policies of Pride, Inc. (PRIDE) and its
consolidated subsidiaries is presented to assist in understanding the Company's
financial statements. The financial statements and notes are representations of
the Company's management who is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principles in
the United States of America and have been consistently applied in the
preparation of the financial statements.

        Organization and Principles of Consolidation

        The Company was organized on August 22, 2001 under the laws of the state
        of Colorado. Effective August 22, 2001, all of the assets, liabilities
        and business operations of Prime Rate Income & Dividend Enterprises,
        Inc. (PIDV) were contributed to the Company and its subsidiaries. The
        Company issued 1,325,000 shares of its restricted common stock to PIDV
        for the assets, liabilities and business it received from PIDV.
        Predecessor cost basis of assets and liabilities were carried over to
        the Company. The retained earnings of PIDV were carried over to the
        Company since PIDV was its predecessor, and in effect, the same
        operating business. The Company was a wholly-owned subsidiary of PIDV.
        PIDV entered into a share exchange agreement with U.S. Medical Systems,
        Inc. (USMS) effective November 12, 2002, whereby USMS became a
        wholly-owned subsidiary of PIDV. This business combination completed in
        November 2002, was accounted for as a reverse acquisition of PIDV since
        the former controlling shareholders of USMS controlled PIDV after the
        transaction. During March 2004, PIDV changed its name to U.S. MedSys
        Corp. Since USMS's business is not related to the real estate and
        mortgage investment business of PRIDE, the PIDV directors decided it was
        in the best interest of PIDV and the Company and PIDV's shareholders to
        spin-off the Company. The conditions of the business combination
        agreement with USMS stipulate that PRIDE would be spun-off to PIDV
        shareholders. The shares of PRIDE are being held by Michael L.
        Schumacher, President, for the benefit of PIDV shareholders, in escrow
        with instructions to distribute the PRIDE shares upon the effectiveness
        of a registration statement with the Securities and Exchange Commission.
        Management continues operations of PRIDE in the same manner as prior to
        the pro rata spin-off. On November 12, 2002, the directors of PIDV
        approved, subject to the effectiveness of a registration statement with
        the Securities and Exchange Commission, the pro rata spin-off of the
        Company to the PIDV shareholders of record on November 26, 2002 on a pro
        rata basis, exclusive of shares issued to U.S. Medical Systems, Inc.
        (USMS) shareholders effective November 12, 2002. At November 26, 2002,
        there were 1,350,000 shares of PIDV outstanding that were entitled to
        receive spin-off shares. Subsequent to November 26, 2002, 62,607 share
        distribution rights were received and then canceled as described in Note
        6, leaving 1,287,393 shares of the Company's common stock held by the
        Company's President in trust for the benefit of the shareholders
        described above.

        The consolidated financial statements include the accounts of the
        Company and its wholly-owned subsidiary Pride Holdings, Inc. (PHI) and
        PHI's wholly-owned subsidiaries Pride Investments, Inc., Pride Equities,
        Inc., Ash Creek, Inc., Elm Creek, Inc., and Shell Creek, Inc. for the
        two years ended June 30, 2006. The consolidated financial statements
        also include the accounts of 51.6% owned subsidiary National Superstars,
        Inc. since acquisition in September 2003 and through May 31, 2005, the
        date of disposition of the Company's controlling ownership of National
        Superstars, Inc., and 98% owned subsidiary Federal Mortgage Corporation
        of Puerto Rico, Inc. since acquisition in January 2004, and Federal
        Mortgage Corporation of Puerto Rico, Inc.'s 100% owned subsidiary, Pride
        Lending, Inc., a mortgage lender, and 51% owned subsidiary Marwich II,
        Ltd. since acquisition in November 2004 and through June 23, 2006, the
        date of disposition of the Company's controlling ownership of Marwich
        II, Ltd., and 75% owned subsidiary Springfield Financial, Inc. since
        acquisition in January 2005, and 51% owned subsidiary American Telstar,
        Inc. since acquisition in March 2005. All intercompany account balances
        have been eliminated in the consolidation. American Telstar, Inc. is an
        inactive public company and has no operating business. Springfield
        Financial, Inc. and Federal Mortgage Corporation of Puerto Rico, Inc.
        were publicly reporting companies as of June 30, 2006, but have
        subsequently filed elections to no longer be public reporting.
        Springfield Financial, Inc. has no operating business.

                                       F-7
<PAGE>


        Description of business

        The Company is principally in the investment business. The Company
        principally invests in real estate, real estate mortgage loans and
        foreclosure certificates of purchase.

        Per Share Information

        Per share information is computed by dividing the net income or loss by
        the weighted average number of shares outstanding during the period.

        Investment in Real Estate and Related Depreciation

        The Company's investments in rental real estate are carried at cost, net
        of accumulated depreciation. Depreciation on rental real estate is being
        computed using the straight-line method over estimated useful lives of
        27 years. Major renovations are capitalized. Repairs and maintenance
        costs are expensed as incurred. Disposals of individual real estate
        properties are accounted for as discontinued operations.

        Equipment and Related Depreciation

        The Company carries its investment in equipment at cost, net of
        accumulated depreciation. Depreciation on equipment is being computed
        using the straight-line method over estimated useful lives of three to
        five years. Major improvements or renovations are capitalized. Repairs
        and maintenance costs are expensed as incurred. Disposals of individual
        real estate properties are accounted for as discontinued operations.

        Use of Estimates in the Preparation of Financial Statements

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

        Investment in Mortgage Loans and Foreclosure Certificates of Purchase

        The Company previously invested in certificates of purchase and
        mortgages on real estate. As of June 30, 2006, the Company no longer
        invests in foreclosure certificates of purchase and had no investments
        in mortages on real estate.


                                       F-8
<PAGE>

        Geographic Area of Operations and Interest Rates

        The Company owns properties principally in Texas, Colorado, Nebraska,
        and North Dakota. The Company principally invests in foreclosure
        certificates of purchase in one county in Colorado. The potential for
        severe financial impact can result from negative effects of economic
        conditions within the market or geographic area. Since the Company's
        real estate investment business is principally in three areas, and since
        its investments in foreclosure certificates of purchase are primarily in
        one county, these concentrations of operations result in an associated
        risk and uncertainty.

        Provision for Deferred Income Taxes

        Timing differences exist related to recognition of gains on sale of real
        estate for income tax purposes and financial reporting purposes. At June
        30, 2006, the Company had for tax purposes, deferred capital gain income
        of approximately $322,562 related to the Company's Internal Revenue
        Service Section 1031 exchange of real estate, resulting in a provision
        of $94,955 in deferred income taxes payable. The Company as of June 30,
        2006 also had a provision for deferred taxes of $4,419 related to $9,380
        of unrealized appreciation of its marketable equity securities. Total
        net deferred income taxes payable at June 30, 2006 was $99,374.

        Revenue Recognition Policy

        The Company's revenue is generally generated principally from various
        phases of one revenue producing stream from various real estate
        transactions. The Company recognized interest income from mortgage notes
        receivable and foreclosure certificates of purchase on a daily pro-rata
        basis. From time to time, the Company will acquire real estate to be
        held for longer term investment purposes. If the property is an improved
        property, the Company rents the property under short-term leases and
        recognizes rental income on a daily pro-rata basis as it becomes
        receivable according to the terms of the lease or rental agreement.
        However, if the rentals vary from a straight-line basis, the income is
        recognized on a straight-line basis unless another systematic and
        rational basis is more representative of the time pattern in which use
        benefit from the leased property is diminished, in which case that basis
        is used. Rentals currently being received by the Company are level equal
        monthly payments being recognized on a straight-line basis. The Company
        also has acquired certain residential lots, with the total approximate
        carrying value of $186,000, with the intention of holding these lots for
        future appreciation. Gain on the sale of investments is recorded as the
        difference between the fair value of the assets received and the
        carrying value of the assets sold. Fair value is determined estimating
        value based on review of comparable sales of similar assets by the
        Company's management. During the years ended June 30, 2006 and 2005,
        there were no material sales of any investments for any consideration
        other than cash. The Company recognizes revenue from consulting services
        as the services are performed. Consulting services generally relate to
        consultation and advice on mergers and acquisitions, and business
        management.

        Concentration of Credit Risk

        Financial instruments that potentially subject the Company to
        concentrations of credit risk consist primarily of temporary cash
        investments. The Company places its temporary cash investments with
        financial institutions. As of June 30, 2006, the Company had a cash
        concentration of credit risk of approximately $155,000 since it had
        temporary cash investments in bank accounts in excess of the FDIC
        insured amounts.


                                       F-9
<PAGE>

        Cash and Cash Equivalents

        The Company considers cash and cash equivalents to consist of cash on
        hand and demand deposits in banks with an initial maturity of 90 days or
        less.

        Fair Value Financial Instruments

        The Company, as required, discloses fair value information about
        financial instruments when it is practicable to estimate that value. As
        of June 30, 2006, the Company had investments in marketable equity
        securities. Management believes that the fair value of these financial
        instruments does not materially differ from the market value of these
        securities.

        Recently Issued Accounting Standards

        There were various accounting standards and interpretations issued
        during 2006 and 2005, none of which are expected to have a material
        impact on the Company's consolidated financial position, operations, or
        cash flows.

        Income Taxes

        The Company records deferred tax assets and liabilities for temporary
        differences between the tax bases of assets and liabilities and the
        amounts at which they are carried in the financial statements, the
        effect of net operating losses, based upon the enacted tax rates in
        effect for the year in which the differences are expected to reverse. A
        valuation allowance is established when necessary to reduce deferred tax
        assets to the amount expected to be realized.

        Impairment Assessment

        Management believes that as of June 30, 2006, there is no impairment in
        the carrying value of investments or long-lived assets. The Company
        assesses the impairment of investments and long-lived assets at least
        annually, or whenever events or changes in circumstances indicate that
        the carrying value may not be recoverable. Factors considered important,
        which could trigger an impairment review, include the following:

             1. Significant underperformance relative to expected historical or
                projected future operating results;
             2. Significant changes in the manner of our use of the acquired
                assets or the strategy for the Company's overall business;
             3.  Significant negative industry or economic trends.

        The Company recognizes impairment losses if the carrying amount of the
        assets is not recoverable, determined when the carrying amount exceeds
        the undiscounted cash flows. The impairment loss would be measured by
        the amount by which the carrying amount of a long-lived asset exceeds
        its fair value. At June 30, 2006, management does not believe that there
        is any impairment in the carrying value of its long-lived assets.

        Other

        The Company has selected June 30 as its fiscal year end.

        The Company has paid no dividends during the years ended June 30, 2006
        and 2005.

        No advertising expense has been incurred.

        The Company has not entered into any leases.

        All of the Company's assets are located in the United States.

(2)     Income Taxes
        ------------

The provision for federal and state income taxes consisted of the following
components:

                                      F-10
<PAGE>

The reconciliation of income tax computed at the federal statutory rate to
income tax expense is as follows:
                                                       Year Ended June 30,
                                                        2006        2005
                                                      --------    --------
         Expected income tax                          $ 15,420    $ 99,967
         Graduated tax brackets                         (8,812)    (16,750)
         State tax net of federal benefit                2,139       7,666
         Benefit of carryover of tax operating loss     (1,549)       --
         Other                                          (5,581)     (3,253)
                                                      --------    --------
                                                      $  1,617    $ 87,630
                                                      ========    ========

The primary components of the Company's net deferred income tax liabilities at
June 30, 2006 were as follows:

Deferred income tax liabilities related to:
         Unrealized appreciation of marketable
          equity securities                           $  4,419
         Tax deferred exchange                          94,955
                                                      --------
                                                      $ 99,374
                                                      ========

The change in deferred tax liability for the year ended June 30, 2006 was a
decrease of 11,907.

(3)     Marketable Equity Securities

Investments in securities may be classified in these categories:

    a)   Held-to-maturity are investments in debt securities in which the
         Company has the positive intent and ability to hold the security to
         maturity. These investments are reported at amortized cost.

    b)   Trading securities are securities which are bought and held principally
         for the purpose of selling them in the near term. These securities are
         valued at market with unrealized gains or losses recorded in
         operations.

    c)   Available for sale securities are securities not classified as
         held-to-maturity or trading. These securities are valued at market with
         unrealized gains or losses recorded in stockholder's equity.

At June 30, 2006, the Company had available for sale security investments in the
following companies:

                        Name                          Exchange
                        ----                          --------
              MSO Holdings, Inc. (MSOD)                OTCBB



                                          Total                      Total
             Total                     Market Value               Unrealized
         Recorded Cost                June 30, 2006              Appreciation
         -------------                -------------              ------------
          $        -                   $     9,380                $    9,380

         Provision for deferred income taxes                          (4,419)
                                                                  ----------

         Unrealized appreciation, net of deferred income taxes    $    4,961
                                                                  ==========


                                      F-11
<PAGE>

(4)     Comprehensive Income
        --------------------

The components of comprehensive income, net of related tax for the years ended
June 30, 2006 and 2005 are as follows:

                                                         Years Ended June 30
                                                          2006        2005
                                                        --------    --------
         Net income (loss)                              $  6,335    $168,696
         Unrealized appreciation (depreciation) on
          available-for-sale securities, net of
          related income tax (credits) provision
          of $(6,326) and $10,745                        (11,844)     16,805
                                                        --------    --------

         Comprehensive Income (Loss)                    $ (5,509)   $185,501
                                                        ========    ========

(5)     Common and Preferred Stock
        --------------------------

The Company's articles of incorporation authorize 200,000,000 no par value
common shares and 1,000,000 no par value preferred shares. As of June 30, 2006,
there were 1,287,393 shares of common stock outstanding. There were no preferred
shares outstanding as of June 30, 2006. The terms and preferences of the
authorized preferred stock may be determined at the discretion of the Company's
board of directors.

(6)     Related Party Transactions
        --------------------------

The Company owns two attached residential/commercial condominium units in
Denver, Colorado. The Company acquired these units principally for investment
purposes. In addition to the investment purposes, the Company uses the Denver
units for the Company's offices and as temporary living accommodations primarily
for the benefit of the Company for company personnel, professionals and
independent contractors that perform services for the Company. One of the Denver
units is also used as the part time office of the Company's President's
accounting business. The Company's President pays the Company $500 per month for
the use of the Denver units. The Company's President resided in the Denver units
on the average, less than one week per month and during the periods of
residence, used the units as office facilities for his business. The Company's
President uses at no cost one of the Texas properties as part-time temporary
housing during the renovation periods of the other Texas properties.

Officer's compensation for the years ended June 30, 2006 and 2005 were $33,950
and $148,095, respectively. During the year ended June 30, 2006, $31,200 of the
$33,950 was capitalized directly related to construction management services on
the Texas properties as improvements, and $2,750 was expensed. During the year
ended June 30, 2005, $96,262 of officer's compensation was attributed to
discontinued operations.

As of June 30, 2006, the Company had accrued compensation payable to its
President of $2,750. The accrued compensation payable had no written payment
terms and was uncollateralized.

(7)     Gain on the Sale of Investments
        -------------------------------

During the years ended June 30, 2006 and 2005, the Company sold investments in
real estate that resulted in gains of $11,338 and $353,636, respectively. These
sales of real estate were accounted for as disposals of discontinued operations.

Effective May 31, 2005, the Company's 51.6% owned subsidiary National
Superstars, Inc. (NSS) completed a business combination with MSO Medical, Inc.,
whereby control of NSS was transferred to the controlling shareholders of MSO
Medical, Inc. Upon completion of the combination, NSS changed its name to MSO
Holdings, Inc. (MSO). In connection with this transaction, the Company received
gross distributions from MSO of $190,047, resulting in a net gain to the Company
of $72,205 during the year ended June 30, 2005. In addition, the Company has
retained 55,100 common shares which amount to less than 1% of the outstanding
common stock of MSO.

Effective June 23, 2006, the major shareholders of the Company's 51% owned
subsidiary, Marwich II, Ltd. (Marwich) entered into a stock purchase agreement
with American Ethanol, Inc. (American), whereby control of Marwich was
transferred to the controlling shareholders of American. In connection with this
transaction, the Company received gross distributions from American of $500,000,
resulting in a net gain to the Company of $121,004 during the year ended June
30, 2006.

                                      F-12
<PAGE>

Other proceeds from the sale of securities for the year ended June 30, 2006 were
$1,428 and resulted in a gain of $1,428.

(8)     Equipment and Furnishings
        -------------------------

Equipment and furnishings at June 30, 2006 are summarized as follows:

         Transportation equipment            $  15,000
         Furnishings                            76,498
         Other equipment                         4,978
                                             ---------
                                                96,476
         Accumulated depreciation              (74,269)
                                             ---------
                                             $  22,207

(9)     Note Receivable
        ---------------

At June 30, 2005, the Company had a promissory note receivable from a
non-affiliated individual with a principal balance of $104,242. This note was
paid in full in June 2006.

(10)    Investments in Mortgage Loans and Foreclosure Certificates of Purchase
        ---------------------------------------------------------------------

During the year ended June 30, 2006, the Company's investments in mortgage loans
were paid in full. Also during the year ended June 30, 2006, the Company
received title for four foreclosure certificates of purchase valued at $561,232.
The balances of the remainder of the previously owned certificates of purchase
were paid in full during the year ended June 30, 2006.

(11)    Real Estate Owned and Discontinued Operations
        ---------------------------------------------

At June 30, 2006, the Company had $2,384,204 invested in real estate, all of
which are owned with individual deeds to the property, and is generally
summarized as follows:

                                                      Year of
        Description                                 Acquisition         Cost
        -----------                                 -----------      ----------

        Two condominium units
          in Denver, Colorado                           2000         $  313,226

        Two single family residences, including
          Improvements, in Corpus Christi, Texas        2005            718,633

        Two single family residences, including
          Improvements, in Corpus Christi, Texas        2006            604,855

        Two single family residences
           In Arapahoe County, Colorado                 2006            355,781

        Two condominium units
          In Arapahoe County, Colorado                  2006            205,451

        Eight residential lots located in:
           Nebraska (5 lots)                            2006             78,096
           North Dakota (4 lots)                        1997              6,222
           Texas (1 lot)                                2005            101,940
                                                                     ----------
                                                                     $2,384,204
        Accumulated depreciation                                       (100,428)
                                                                     ----------
                                                                     $2,283,776
                                                                     ==========

During the year ended June 30, 2005, the Company sold two residential lots in
Texas for $58,500. These lots had been acquired in 2004. Costs of these lots
sold, including selling costs, totaled $13,773, resulting in a gain of $44,727.
Also during the year ended June 30, 2005, the Company sold its residential

                                      F-13
<PAGE>

condominium unit in Los Angeles County, California for $589,000. This unit was
acquired in 2001. Cost of this unit was $350,248 including selling costs. At the
time of sale, there was $39,083 of accumulated depreciation. Sale of this unit
resulted in a gain of $277,835. To facilitate an Internal Revenue Service Code
Section 1031 Exchange, the Company used an independent party (facilitator) to
handle the transactions on the Company's behalf. The sales proceeds were held in
trust by the facilitator and used for the purpose of acquiring the two single
family residences and the residential lot all located in Corpus Christi, Texas.
As a result of the Section 1031 exchange, the gains on the sale of the two Texas
lots and the unit in California which totaled $322,562 are deferred for income
tax purposes until the replacement properties are sold. A provision for deferred
income taxes has been provided in the amount of $109,671 related to this
transaction.

Also during the year ended June 30, 2005, the Company acquired and sold three
residences in Arapahoe County, Colorado. Sales prices of these residences
totaled $495,000. Costs of these residences including costs of sale totaled
$463,926, resulting in gains from sales totaling $31,074.

The net loss from operations before income taxes related to the properties sold
during the year ended June 30, 2005 was $103,817.

During the year ended June 30, 2006, the Company acquired two single family
residences in Corpus Christi, Texas totaling $604,855. Also during the year
ended June 30, 2006, the Company acquired and sold four residences in Arapahoe
County, Colorado. Sales prices of these residences totaled $601,680. Costs of
these residences including costs of sale totaled $589,173, resulting in gains
from sales totaling $12,507. Also during the year ended June 30, 2006, the
Company acquired two residential condominium units and two single family houses
in Arapahoe County, Coloroado, for a total cost of $561,232. Also during the
year ended June 30, 2006, the Company acquired five lots in Brule, Nebraska for
$78,096. Two of the lots have various storage and garage buildings on them. Also
during the year ended June 30, 2006, the Company sold its lots in Arkansas for
$15,000. Costs of these lots including costs of sale totaled $16,169, resulting
in a loss from sales totaling $1,169.

The Company accounts for disposals of real estate owned as discontinued
operations.




                                      F-14
<PAGE>

--------------------------------------------------------------------------------

                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.

OFFICERS AND DIRECTORS

The following table sets forth certain information concerning each of the
Company's directors and executive officers:

NAME                         AGE       POSITION

Michael L. Schumacher         57       President, Treasurer, Chief Financial
                                       Officer and Director

George A. Powell              80       Vice President, Secretary and Director

MICHAEL SCHUMACHER. Michael Schumacher has been President, Treasurer, Chief
Financial Officer and a Director of the Company since inception. Mr. Schumacher
was President and Chairman of the Board of PIDV, a public real estate company,
until November 2002. Mr. Schumacher was from October 1996 until September 1999,
a director, president and treasurer of Rocky Mountain Power Company, a public
real estate company. Mr. Schumacher was a director and officer of Sun Vacation
Properties Corporation (formerly Commonwealth Equities, Inc.), an inactive
public company, from November 2000 until February 2001, and a director and
officer of Vacation Ownership Marketing, Inc., an inactive public company, from
May 2000 until August 2001. Since January 2003, Mr. Schumacher has been
Vice-President and a Director of Federal Mortgage Corporation of Puerto Rico
(Federal), which was an inactive public company until March 31, 2005. Effective
March 31, 2005, Federal acquired 100% ownership of Pride Lending, Inc. from a
related party. Pride Lending, Inc. principally invests in mortgage loans. He was
also, from June 2003 to May 31, 2005, a Vice-President and Director of National
Superstars, Inc, an inactive public company until May 31, 2005. Effective May
31, 2005, National Superstars, Inc. completed a business combination with MSO
Holdings, Inc. resulting in a change in control of National Superstars, Inc.
From January 2005 until June 2006, he has been President, Treasurer, Chief
Financial Officer and a Director of Marwich II, Ltd., an inactive public
company. Effective June 2006, Marwich II, Ltd. completed a business combination
with American Ethanol, Inc., resulting in a change in control of Marwich II,
Ltd. Also since January 2005, he has been President, Treasurer, CFO and a
director of Springfield Financial, Inc., an inactive public company. Since March
2005, he has been Secretary, Treasurer and a director of American Telstar, Inc.,
an inactive public company. Mr. Schumacher is President, Chairman of the Board,
and controlling shareholder of Pride, Inc. and its wholly-owned subsidiaries,
including Pride Equities, Inc. Pride, Inc. and its subsidiaries are primarily in
the real estate investment business. Mr. Schumacher is and has been for more
than five years, the President, CEO, CFO and a director of Birch Branch, Inc., a
public real estate company. Mr. Schumacher is and has been for more than 20
years, a Director and President of Schumacher & Associates, Inc., a certified
public accounting firm located in Denver, Colorado that provides audit services,
principally to public companies on a national basis throughout the U.S.A. Mr.
Schumacher is a Certified Public Accountant, Certified Management Accountant and
an Accredited Financial Planning Specialist. Mr. Schumacher has a Bachelor of
the Sciences Degree in Business Administration with a major in accounting from
the University of Nebraska at Kearney and a Masters in Business Administration
from the University of Colorado.

GEORGE A. POWELL. George A. Powell has been Secretary, Vice-President and a
Director of the Company since inception. Mr. Powell was from October 1996 until
September 1999, a director, secretary and vice-president of Rocky Mountain Power
Co., a public real estate company. Mr. Powell was previously, until November 12,
2002, a director, secretary and vice-president of Prime Rate Income & Dividend
Enterprises, Inc. (PIDV), a public real estate company. Since December 2004, he
has been Vice-President and Secretary of Springfield Financial, Inc., an
inactive public company. From January 2005 until June 2006, he has been
secretary and a director of Marwich II, Ltd., an inactive public company.
Effective June 2006, Marwich II, Ltd. completed a business combination with
American Ethanol, Inc., resulting in a change in control of Marwich II, Ltd. Mr.
Powell is and has been for more than five years, the vice-president, secretary
and a director of Birch Branch, Inc., a public real estate company. Mr. Powell
was previously a director and president of Continental Investors Life, Inc., a
public reporting insurance company. Since Mr. Powell's retirement from the
insurance business in 1988, he has been self-employed as a business consultant.

                                       10
<PAGE>
<TABLE>
<CAPTION>

ITEM 10. DIRECTOR AND EXECUTIVE COMPENSATION.

COMPENSATION OF EXECUTIVE OFFICERS

Mr. Schumacher's compensation for the years ended June 30, 2006 and 2005 was
$33,950 and $148,095, respectively. Mr. Powell received compensation of $1,000
and $2,000, respectively, in the years ended June 30, 2006 and 2005. There was
no other compensation paid to any officer of PRIDE.

SUMMARY COMPENSATION TABLE

The following table sets forth the aggregate cash compensation paid by the
Company for services rendered during the last three years to the Company by its
Chief Executive Officer and to each of the Company's other executive officers
whose annual salary, bonus and other compensation exceeded $100,000 in 2005.

                                           Annual Compensation             Long-Term Compensation
                                           -------------------             ----------------------

                                                                         Awards                Payouts
                                                                         ------                -------

                                                              Other
                                                             Annual    Restricted
                              Year                           Compen-     Stock      Options/
                             Ended                           sation     Award(s)      SARs       LTIP
Name & Principal Position   June 30   Salary($) / Bonus($)     (%)        (#)         ($)      Payouts
-------------------------   -------   --------------------   -------   ----------   --------   -------
<S>                         <C>       <C>                    <C>       <C>          <C>        <C>
Michael L. Schumacher         2004          $100,456           $ -        $ -           -        $ -
Michael L. Schumacher         2005          $148,095           $ -        $ -           -        $ -
Michael L. Schumacher         2006          $ 33,950           $ -        $ -           -        $ -
</TABLE>

No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Company for the benefit of its
employees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of September 30, 2005
regarding the beneficial ownership of the Company's Common Stock by (i) each
stockholder known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock, (ii) by each Director and executive officer of the
Company and (iii) by all executive officer and Directors of the Company as a
group. Each of the persons named in the table has sole voting and investment
power with respect to Common Stock beneficially owned.

NAME AND ADDRESS                              NUMBER OF         PERCENTAGE
                                             SHARES OWNED        OF SHARES
                                            OR CONTROLLED          OWNED

Michael Schumacher (1)                         693,054             53.8%
President, Treasurer, Chief
Financial Officer & Director
2525 Fifteenth Street Suite 3H
Denver, Colorado 80211

Harold L. Morris (2)                           364,059             28.3%
4 Harbor Pointe
Corona del Mar, CA 92625


                                       11
<PAGE>

George A Powell                                    670               .1%
Vice President, Secretary &
Director
7209 S. Garland Court
Littleton, CO 80128

All Officers and Directors as a Group          693,724             53.9%
(2 persons)

SECURITY OWNERSHIP OF MANAGEMENT

NAME AND ADDRESS                              NUMBER OF         PERCENTAGE
                                             SHARES OWNED        OF SHARES
                                            OR CONTROLLED          OWNED

Michael Schumacher (1)                         693,054             53.8%
President, Treasurer, Chief
Financial Officer & Director
2525 Fifteenth Street Suite 3H
Denver, Colorado 80211

George A Powell                                    670               .1%
Vice President, Secretary &
Director
7209 S. Garland Court
Littleton, CO 80128

Total                                          693,724             53.9%

(1) Michael L. Schumacher owns 7,264 shares individually. In addition, Mr.
Schumacher, President and Director of PRIDE is the sole beneficiary of the
Schumacher & Associates, Inc. Money Purchase Plan & Trust (Schumacher Plan),
which owns 681,368 shares of PRIDE. Shares owned by the Schumacher Plan are
considered to be beneficially owned by Mr. Schumacher. Mr. Schumacher's
beneficial ownership also includes the following shares owned by certain
relatives of Mr. Schumacher:

Owner                         Relationship                 Number of Shares

Jada Schumacher               Daughter                           1,024
Spencer Schumacher            Son                                1,024
Quinn Schumacher              Son                                1,024
Ralph and Alma Schumacher     Parents                              366
Roberta and Timothy Weiss     Sister and her spouse                328
Constance and Gary Novak      Sister and her spouse                328
Cynthia Rubinson              Sister                               328
                                                                ------

Total                                                            4,422
                                                                ------

(2) Harold L. Morris individually owns 132,680 shares of PRIDE. In addition,
Harold L. Morris and his spouse, Connie Morris are the sole beneficiaries of the
Harold L. Morris Profit Sharing Plan, which owns 168,395 shares of PRIDE.
Applegates Landing I, a Harold L. Morris family partnership, owns 48,598 shares.
Mr. Morris' beneficial ownership also includes the following shares owned by
certain relatives:

Owner                         Relationship                 Number of Shares

Debra L. Morris               Daughter                           9,592
Gary A. Morris                Brother                            4,794
                                                                ------

Total                                                           14,386
                                                                ------

                                       12
<PAGE>

Under the SEC Rules, we include in the number of shares owned by each person the
number of shares issuable under outstanding options if those options are
exercisable within 60 days of this filing. We calculate the ownership of each
person who owns exercisable options by adding (i) the number of exercisable
options for that person only to (ii) the number of shares outstanding and
dividing that result into (iii) the total number of shares and exercisable
options owned by that person.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company owns two attached residential/commercial condominium units in
Denver, Colorado. The Company acquired these units principally for investment
purposes. In addition to the investment purposes, the Company uses the Denver
units for the Company's offices and as temporary living accommodations primarily
for the benefit of the Company for company personnel, professionals and
independent contractors that perform services for the Company. One of the Denver
units is also used as the part time office of the Company's President's
accounting business. The Company's President paid the Company $500 per month for
the use of the Denver units. The Company's President resided in the Denver units
on the average, less than one week per month and during the periods of
residence, used the units as office facilities for his business. The Company's
President uses at no cost one of the Texas properties as part-time temporary
housing during the renovation periods of the other Texas properties.

As of June 30, 2006, the Company had accrued compensation payable to its
President of $2,750. The accrued compensation payable had no written payment
terms and was uncollateralized.

                                    PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) Financial Statements are contained in Item 7.

(b) Reports on Form 8-K

No reports on Form 8-K have been filed during the last quarter of the period
covered by this report.

(c) Exhibits.

* 3.1 Articles of Incorporation
* 3.2 Bylaws of the Company

* These documents are rendered as previously filed and incorporated by reference
to the Company's previous filings with the Securities and Exchange Commission.


31.1   Certification of Chief Executive         Filed herewith
       Officer and Chief Financial              electronically
       Officer pursuant to Section 302
       of the Sarbanes-Oxley Act of 2002

31.2   Certification of Vice President          Filed herewith
       pursuant to Section 302 of  the          electronically
       Sarbanes-Oxley Act of 2002

32.1   Certification of Chief Executive         Filed herewith
       Officer and Chief Financial              electronically
       Officer pursuant to 18 U.S.C.
       Section 1350

32.2   Certification of Vice President          Filed herewith
       pursuant to 18 U.S.C. Section 1350       electronically



                                       13
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Pride, Inc.

Date: March 1, 2007

By:


 /s/ Michael Schumacher
------------------------------------------
Michael Schumacher
President, Treasurer, Chief Financial Officer and Director



By:


  /s/ George A. Powell
------------------------------------------
George A. Powell
Vice-President, Secretary and Director










                                       14