SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB





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

                      For the period ended August 31, 1998

                        Commission File Number 33-24718-A


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

<TABLE>
<CAPTION>
<S>                                                                         <C>                                         
Delaware                                                                    65-0109088                                  
(State or other jurisdiction of                                    (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>


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

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




     Indicate by (X) whether Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days. YES X NO

     Common Stock,  $.002 par value.  1,995,357 shares  outstanding as of August
31, 1998.


<PAGE>
                           PRIDE INC. AND SUBSIDIARIES


                                      INDEX

<TABLE>
<CAPTION>


                                                                                                                  Page(s)
<S>                                     <C> <C>                                                                     <C>
PART I.        Financial Information:
ITEM 1.        Financial Statements
               Consolidated Condensed Balance Sheets - August 31, 1998
               (Unaudited) and November 30, 1997                                                                    3.

               Consolidated Condensed Statements of Operations (Unaudited) -
               Nine and Three Months Ended August 31, 1998 and 1997                                                 4.

               Consolidated Condensed Statements of Comprehensive Income (Loss)
               (Unaudited) - Nine and Three Months Ended August 31, 1998 and 1997                                   5.

               Consolidated Condensed Statements of Cash Flows (Unaudited) -
               Nine Months Ended August 31, 1998 and 1997                                                           6.

               Notes to Interim Consolidated Condensed Financial Statements (Unaudited)                             7.


ITEM 2.        Management's Discussion and Analysis of Financial Condition and
               Results of Operations                                                                               10.


PART II.       Other Information                                                                                   13.


SIGNATURES                                                                                                         14.

EXHIBITS       Exhibit 27 - Financial Data Schedule                                                                15.


</TABLE>


<PAGE>
PART I.        FINANCIAL INFORMATION

ITEM 1.        Financial Statements

                          PRIDE, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                   - ASSETS -
<TABLE>
<CAPTION>

                                                                                                 August 31,         November 30,
                                                                                                 1998                 1997      
                                                                                          -----------------  -------------------
                                                                                                 (Unaudited)
ASSETS:
<S>                                                                                          <C>                  <C>           
  Cash and cash equivalents                                                                  $       54,068       $       85,065
  Accounts receivable - net of allowance for doubtful accounts                                    2,217,110            1,959,355
  Inventories                                                                                       -                  1,248,360
  Property, revenue producing vehicles and equipment - net (Note 2)                              23,855,511           27,882,350
  Intangible assets - net (Note 3)                                                                8,423,759            8,912,087
  Investment in affiliate (Note 1)                                                                4,048,460              -      
                                                                                              ------------- --------------------

TOTAL ASSETS                                                                                    $38,598,908          $40,087,217
                                                                                                ===========          ===========

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -

LIABILITIES (Note 4):
  Bank overdraft line of credit                                                                $  6,186,168         $  6,976,699
  Accounts payable                                                                                  714,511            1,767,166
  Accrued liabilities and expenses                                                                  858,299              865,977
  Bank debt                                                                                         694,501              695,782
  Obligations under hire purchase contracts                                                      16,966,515           18,341,778
  Acquisition debt payable                                                                        1,686,000            4,198,500
  Loans payable                                                                                      34,610              -
  Other liabilities                                                                                 587,155              109,978
                                                                                             --------------       --------------

TOTAL LIABILITIES                                                                                27,727,759           32,955,880
                                                                                               ------------         ------------

MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES (Note 5)                                          5,340,310            3,473,242
                                                                                              -------------        -------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
    Preferred stock, $.001 par value, 5,000,000 shares authorized,
        none issued or outstanding                                                                   -                    -
    Common stock, $.002 par value, 500,000,000 shares authorized,
        1,995,357 shares issued and outstanding                                                       3,991                3,991
    Additional paid-in capital                                                                    7,996,886            8,063,111
    Retained earnings (deficit)                                                                  (2,173,549)          (4,019,828)
    Deferred financing costs                                                                        (56,504)             (75,178)
    Accumulated other comprehensive income (loss)                                                  (239,985)            (314,001)
                                                                                             --------------       --------------

                                                                                                  5,530,839            3,658,095
                                                                                              -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                      $38,598,908          $40,087,217
                                                                                                ===========          ===========
</TABLE>

        See notes to interim consolidated condensed financial statements.



                                     Page 3.


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

                                                            For the Nine Months Ended          For the Three Months Ended
                                                                       August 31,                          August 31,   
                                                                 1998                 1997            1998             1997     
                                                            ----------------  ---------------- ----------------   --------------

REVENUES:
<S>                                                              <C>              <C>                <C>              <C>       
    Contract hire income                                         $ 7,344,650      $  5,571,724       $2,442,991       $2,046,665
    Sale of contract hire vehicles                                 2,733,244         5,343,285        1,128,885        1,626,790
    Fleet management and other income                                726,254         1,621,414          171,511          593,366
                                                              --------------     -------------     ------------     ------------
                                                                  10,804,148        12,536,423        3,743,387        4,266,821
                                                                ------------      ------------      -----------      -----------

EXPENSES:
    Cost of sales                                                  8,247,221        10,019,382        3,071,840        3,398,049
    General and administrative expenses                            1,321,386         2,316,820          430,776          774,762
    Amortization of goodwill and acquisition costs                   473,038           474,887          157,679          158,295
    Interest expense and other                                     1,693,560         1,330,278          591,829          520,004
    Research and development costs                                   -                 691,166           -               377,244
                                                        --------------------    --------------------------------    ------------
                                                                  11,735,205        14,832,533        4,252,124        5,228,354
                                                                ------------      ------------     ------------      -----------

LOSS BEFORE MINORITY INTERESTS                                      (931,057)       (2,296,110)        (508,737)        (961,533)

    Minority interests in net loss of consolidated
        subsidiaries (Note 5)                                        425,371         1,325,704          231,465          493,440
                                                              --------------     -------------      -----------     ------------

LOSS BEFORE PROVISION FOR INCOME
    TAXES                                                           (505,686)         (970,406)        (277,272)        (468,093)

    Provision for income taxes                                       -                   -                  -                 -     
                                                        ----------------------------------------------------------------------------

NET LOSS                                                       $    (505,686)    $    (970,406)     $  (277,272)     $  (468,093)
                                                               =============     =============      ===========      ===========

LOSS PER COMMON SHARE (Note 6a):
    Net loss before minority interest                                  $(.47)           $(1.15)           $(.25)           $(.48)
    Minority interests in net loss of subsidiary                         .22               .66              .11              .25
                                                                      ------          --------           ------           ------
LOSS PER COMMON SHARE                                                  $(.25)          $  (.49)           $(.14)           $(.23)
                                                                       =====           =======            =====            =====

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING (Note 6a)                                   1,995,357         1,995,357        1,995,357        1,995,357
                                                                   =========         =========        =========        =========


</TABLE>


        See notes to interim consolidated condensed financial statements.






                                     Page 4.


<PAGE>
                          PRIDE, INC. AND SUBSIDIARIES
        CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                     For the Nine Months               For the Three Months
                                                                        Ended August 31,                Ended August 31,  
                                                               -------------------------------   -------------------
                                                                  1998                1997              1998            1997    
                                                               -------------   ---------------    -------------     ------------

<S>                                                                <C>            <C>                 <C>              <C>       
NET LOSS                                                           $(505,686)     $   (970,406)       $(277,272)       $(468,093)

OTHER COMPREHENSIVE INCOME (Note 5b):
    Foreign currency translation adjustments                         385,199          (204,457)         (15,539)         163,306
                                                                  ----------     -------------     ------------       ----------

COMPREHENSIVE INCOME (LOSS)                                        $(120,487)      $(1,174,863)       $(292,811)       $(304,787)
                                                                   =========       ===========        =========        =========










</TABLE>





















        See notes to interim consolidated condensed financial statements





                                     Page 5.


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

<TABLE>
<CAPTION>
                                                                                                 For the Nine Months Ended
                                                                                                         August 31,             
                                                                                                  1998                1997      
                                                                                             ----------------    ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                              <C>                <C>          
    Net loss                                                                                     $   (505,686)      $   (970,406)
    Adjustments to reconcile net loss to net cash provided by operating activities:
      Minority interests in net loss of subsidiaries                                                 (425,371)        (1,325,704)
      Depreciation and amortization                                                                 3,510,813          2,909,949
      Amortization of goodwill                                                                        473,037            474,424
      Loss (gain) on disposal of assets                                                               229,059           (193,752)
      Deferred financing costs                                                                         26,830            -
    Changes in assets and liabilities:
      (Increase) in accounts receivable                                                              (308,545)           (74,689)
      Decrease (increase) in inventories                                                              132,369           (564,489)
      Increase in accounts payable, accrued expenses and other liabilities                             54,142          2,085,956
                                                                                               --------------      -------------
      Net cash provided by operating activities                                                     3,186,648          2,341,289
                                                                                                 ------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of revenue producing assets                                                          (6,393,018)       (10,162,619)
    Proceeds from sale of assets                                                                    2,923,088          1,443,250
                                                                                                 ------------      -------------
      Net cash (utilized) by investing activities                                                  (3,469,930)        (8,719,369)
                                                                                                 ------------      -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from hire purchase contract funding                                                    6,492,373         14,438,622
    Principal repayments of hire purchase contract funding                                         (7,512,487)       (10,147,407)
    Principal payments of long-term debt                                                               (1,281)           (53,789)
    Loans received from officers                                                                      -                   34,610
    Net proceeds from subsidiary's sale of stock                                                      -                   92,500
    Costs associated with subsidiary's sale of stock                                                  -                 (180,137)
    Net proceeds from bank lines of credit                                                            888,481          3,008,278
    Payment of acquisition debt                                                                       -                 (823,970)
                                                                                          -------------------     --------------
      Net cash (utilized) provided by financing activities                                           (132,914)         6,368,707
                                                                                                -------------      -------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                               385,199           (204,457)
                                                                                                -------------     --------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                                           (30,997)          (213,830)

    Cash and cash equivalents, at beginning of year                                                    85,065            255,283
                                                                                               --------------     --------------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                                     $      54,068     $       41,453
                                                                                                =============     ==============
</TABLE>

        See notes to interim consolidated condensed financial statements.





                                     Page 6.


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



NOTE   1   -     DESCRIPTION OF COMPANY:

                 Pride,  Inc. (the "Company"),  which is a holding company,  was
                 incorporated as International Sportsfest,  Inc. in the state of
                 Delaware on September  11, 1988.  The Company was a development
                 stage company with no operations  through  January 13, 1994. On
                 that date, the Company acquired,  through an exchange of stock,
                 Pride Management  Services Plc ("PMS"), a consolidated group of
                 companies  located in the United Kingdom.  Simultaneously  with
                 the   acquisition,   the   Company   changed   its  name   from
                 International  Sportsfest,  Inc. to Pride, Inc. and now has its
                 corporate  offices in Watford,  England and New York, New York.
                 By acquiring 100% of the issued and outstanding common stock of
                 Pride Management,  PMS became a wholly-owned  subsidiary of the
                 Company. For accounting purposes the acquisition was treated as
                 a recapitalization of Pride Management with PMS as the acquiror
                 in a reverse acquisition.  In March 1995, pursuant to the terms
                 and conditions of a  reorganization,  the Company exchanged all
                 its shares in Pride  Management  Services,  Plc. for  1,500,000
                 shares of common stock in Pride Automotive Group, Inc. (a newly
                 formed  Delaware  corporation).  As a result of this  exchange,
                 Pride  Automotive  Group,  Inc. ("PAG") became a majority owned
                 subsidiary  of the Company and the parent of PMS. See also Note
                 5 re: Minority Interest in Subsidiaries.

                 Pride  Management  Services Plc ("PMS") is a holding company of
                 nine  subsidiaries  which are  engaged in the  leasing of motor
                 vehicles,  primarily on contract hire, to local authorities and
                 selected corporate customers throughout the United Kingdom.

                 On November 29, 1996,  the Company,  through PAG's newly formed
                 majority owned  subsidiary,  AC Automotive  Group Inc., and its
                 wholly-owned subsidiary AC Car Group Limited (registered in the
                 United Kingdom),  completed the acquisition of net assets of AC
                 Cars Limited and Autokraft  Limited.  These two companies  were
                 engaged in the manufacture  and sale of specialty  automobiles.
                 The purchase price of $6,067,000 was financed with the proceeds
                 of a private  debt  offering  which was  completed,  by PAG, in
                 December 1996 and by loans.  The acquisition was recorded using
                 the purchase  method of  accounting.  On February 12, 1998, the
                 Board of Directors of AC Automotive Group, Inc.  authorized the
                 issuance  of  6,130,000  shares of its  common  stock to Erwood
                 Holdings,  Inc., a company  affiliated with Alan Lubinsky,  the
                 President  and Chief  Executive  Officer  and  director  of the
                 Company  and  AC   Automotive   Group,   Inc.,   for  aggregate
                 consideration  of $6,130.  In  addition,  441,300  shares  were
                 issued to other unrelated  parties for aggregate  consideration
                 of $443.  The  foregoing  issuance  of shares has  reduced  the
                 ownership  of AC  Automotive  Group,  Inc.  by the  Company  to
                 approximately 16%.

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








                                     Page 7.


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



NOTE   1   -     DESCRIPTION OF COMPANY (Continued):

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

                 In  the  opinion  of  management,  the  accompanying  unaudited
                 interim  consolidated  condensed financial statements of Pride,
                 Inc. and its wholly-owned subsidiaries, contain all adjustments
                 necessary to present fairly the Company's financial position as
                 of August 31,  1998 and the results of its  operations  for the
                 nine and three month periods ended August 31, 1998 and 1997 and
                 cash flows for the nine month periods ended August 31, 1998 and
                 1997.

                 The results of operations  for the nine and three month periods
                 ended August 31, 1998 and 1997 are not  necessarily  indicative
                 of the results to be expected for the full year.


NOTE   2   -     FIXED ASSETS:
<TABLE>
<CAPTION>

                 Fixed assets consists of the following:
                                                                               August 31,          November 30,
                                                                                 1998             1997         
                                                                                (unaudited)

<S>                                                                          <C>                  <C>          
                Building and improvements                                    $     784,599        $     820,160
                Revenue producing vehicles                                      28,682,375           27,612,291
                Furniture, fixtures and machinery                                  577,198            4,670,067
                                                                            --------------       --------------
                                                                                30,044,172           33,102,518
                Less:  accumulated depreciation                                  6,188,661            5,220,168
                                                                             -------------        -------------
                                                                               $23,855,511          $27,882,350
                                                                               ===========          ===========
</TABLE>


NOTE   3   -    INTANGIBLE ASSETS:

                Intangible  assets  include  goodwill  which arose in connection
                with the acquisition of certain subsidiaries of PMS. Acquisition
                costs representing organization type expenditures have also been
                capitalized  as  intangible  assets.  These assets and costs are
                being  amortized  on a  straight-line  basis over 20 and 10 year
                periods, respectively.

                The Company  periodically reviews the valuation and amortization
                of goodwill to determine  possible  impairment  by comparing the
                carrying  value to the  undiscounted  future  cash  flows of the
                related assets.



                                     Page 8.


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



NOTE   4   -     LIABILITIES:

                 Included in  liabilities  as of August 31, 1998, are amounts in
                 the aggregate of $9,223,729 which are not due and payable until
                 after August 31, 1999.  This amount  consists of amounts due to
                 trade creditors, loans payable and equipment notes payable.


NOTE   5   -     MINORITY INTERESTS IN SUBSIDIARIES:

                 In April 1996,  PAG  successfully  completed an initial  public
                 offering  of  its  common  stock,  as a  result  of  which  the
                 Company's  investment in PAG was reduced to 53.32%. In November
                 1996, PAG completed a private  placement of 17 units, each unit
                 consisting  of a 10%  promissory  note in the amount of $95,000
                 and  10,000  shares  of the  Company's  common  stock  for  the
                 aggregate  price of $100,000.  The effect of this placement has
                 reduced the Company's  investment  in PAG to 46.87%.  In August
                 1998,  the Company  sold 35,000  shares of PAG common stock for
                 net  proceeds of  $109,555,  realizing a loss of $27,006.  As a
                 result of this  transaction  the  Company  now holds  1,357,500
                 shares of PAG common stock which  represents a 48.1% investment
                 and still maintains control. The minority interests liabilities
                 represent the minority  shareholders'  portion of the equity in
                 this subsidiary.

                 PAG has  filed a Form  SB-2 with the  Securities  and  Exchange
                 Commission,  registering  for the sale of  1,250,000  shares of
                 common  stock,  which  includes  170,000  shares  being sold by
                 certain selling  shareholders.  The estimated net proceeds from
                 this offering,  is expected to be $3,488,000  which PAG intends
                 to use to repay existing debt. The successful  consummation  of
                 this  offering  will further  reduce the  Company's  percentage
                 ownership in PAG.


NOTE   6   -     NEW ACCOUNTING PRONOUNCEMENTS:

        (a)      Earnings (Loss) per Share:

                 The Company has adopted SFAS 128  "Earnings  Per Share"  ("SFAS
                 128"), which is effective for periods ending after December 15,
                 1997 and has changed the method of calculating  earnings (loss)
                 per share.  SFAS 128 requires the  presentation  of "basic" and
                 "diluted"  earnings  (loss) per share on the face of the income
                 statement. Prior period earnings (loss) per share data has been
                 restated in accordance  with SFAS 128. Loss per common share is
                 computed  by  dividing  the net  loss by the  weighted  average
                 number of common shares outstanding during each period.

        (b)      Statement of Comprehensive Income:

                 The  Company  has  adopted  SFAS 130  "Reporting  Comprehensive
                 Income",  which is effective for years beginning after December
                 15, 1997 and early adoption is permitted.  Comprehensive income
                 consists of net income or loss and other  comprehensive  income
                 (income,  expenses,  gains and  losses  that  bypass the income
                 statement and are reported directly as a separate  component of
                 equity).



                                     Page 9.


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

                  Pride, Inc. (the "Company"),  which is a holding company,  was
                  incorporated as International Sportsfest, Inc. in the state of
                  Delaware on September 11, 1988.  The Company was a development
                  stage company with no operations  through January 13, 1994. On
                  that date, the Company acquired, through an exchange of stock,
                  Pride Management Services Plc ("PMS"), a consolidated group of
                  companies located in the United Kingdom.  Simultaneously  with
                  the   acquisition,   the   Company   changed   its  name  from
                  International Sportsfest,  Inc. to Pride, Inc. and now has its
                  corporate offices in Watford,  England and New York, New York.
                  By acquiring 100% of the issued and  outstanding  common stock
                  of Pride Management,  PMS became a wholly-owned  subsidiary of
                  the  Company.  For  accounting  purposes the  acquisition  was
                  treated as a recapitalization  of Pride Management with PMS as
                  the acquiror in a reverse acquisition. In March 1995, pursuant
                  to the terms and conditions of a  reorganization,  the Company
                  exchanged all its shares in Pride  Management  Services,  Plc.
                  for  1,500,000  shares  of  common  stock in Pride  Automotive
                  Group, Inc. (a newly formed Delaware corporation). As a result
                  of this exchange,  Pride Automotive Group, Inc. ("PAG") became
                  a majority  owned  subsidiary of the Company and the parent of
                  PMS.

                  In December 1995, Pride Automotive Group,  Inc.  consummated a
                  private placement  offering of common stock of 500,000 shares,
                  which reduced the Company's  ownership  interest to 72.8%.  In
                  April 1996, Pride Automotive Group, Inc.  completed an initial
                  public offering of 592,500 shares of common stock at $5.00 per
                  share and 2,000,000  redeemable  common stock  warrants,  at a
                  price  of $.10  each.  This  offering  reduced  the  Company's
                  ownership  interest to 53.32%. In November 1996, PAG completed
                  a private placement of 17 units, each unit consisting of a 10%
                  promissory  note in the amount of $95,000 and 10,000 shares of
                  the  Company's   common  stock  for  the  aggregate  price  of
                  $100,000.  The  effect  of  this  placement  has  reduced  the
                  Company's  investment  in PAG to 46.87%.  In August 1998,  the
                  Company  sold  35,000  shares  of PAG  common  stock  for  net
                  proceeds of $109,555, realizing a loss of $27,006. As a result
                  of this  transaction the Company now holds 1,357,500 shares of
                  PAG common stock which represents a 48.1% investment.

                  On November 29, 1996,  PAG,  through its newly formed majority
                  owned   subsidiary,   AC  Automotive   Group  Inc.,   and  its
                  wholly-owned  subsidiary AC Car Group Limited  (registered  in
                  the United  Kingdom),  completed  the  acquisition  of certain
                  assets of AC Cars  Limited and  Autokraft  Limited.  These two
                  companies  were  engaged  in  the   manufacture  and  sale  of
                  speciality  automobiles.  The purchase price of  approximately
                  $6,067,000  was  financed  with  the  proceeds  of  a  private
                  offering of PAG's common  stock and by loans.  On February 12,
                  1998,  the Board of Directors of AC  Automotive  Group,  Inc.,
                  authorized  the  issuance  of  6,130,000  shares of its common
                  stock to Erwood Holdings, Inc., a company affiliated with Alan
                  Lubinsky,  the  President  and  Chief  Executive  Officer  and
                  director of the Company and AC  Automotive  Group,  Inc.,  for
                  aggregate consideration of $6,130. In addition, 441,300 shares
                  were  issued  to  other   unrelated   parties  for   aggregate
                  consideration  of $443.  The foregoing  issuance of shares has
                  reduced the ownership of AC Automotive Group,  Inc., by PAG to
                  approximately  16%.   Accordingly,   PAG's  investment  in  AC
                  Automotive  Group,  Inc.,  is being  reported  under  the cost
                  method of accounting.

                  Pride Management Services Plc. ("PMS") is a holding company of
                  nine  subsidiaries  which are  engaged in the leasing of motor
                  vehicles, primarily on contract hire, to local authorities and
                  selected corporate customers throughout the United Kingdom.


                                    Page 10.


<PAGE>
                  Prior to the  aforementioned  reorganization  PMS prepared its
                  financial  statements in accordance  with  generally  accepted
                  accounting  principles of the United  Kingdom.  The Company is
                  now  preparing its  financial  statements  in accordance  with
                  generally accepted accounting principles in the U.S.

                  The  financial   information  presented  herein  include:  (i)
                  Consolidated  Condensed  Balance  Sheets as of August 31, 1998
                  and November 30, 1997; (ii) Consolidated  Condensed Statements
                  of  Operations  for the Nine and  Three  Month  Periods  Ended
                  August  31,  1998  and  1997,  (iii)  Consolidated   Condensed
                  Statements  of  Comprehensive  Income  (Loss) for the Nine and
                  Three Month  Periods  Ended  August 31, 1998 and 1997 and (iv)
                  Consolidated  Condensed  Statements of Cash Flows for the Nine
                  Month Periods Ended August 31, 1998 and 1997.

                  Results of Operations

                  The  numbers  for  the  prior  year  which  appear  below  are
                  exclusive of the AC Automotive Group.

                  For the nine month period ended August 31, 1998, contract hire
                  and  fleet  management  revenue  increased  by  $1,772,164  or
                  28.14%,  when  compared  with the same  period  in 1997.  This
                  increase  is mainly due to the  growth of the fleet  since the
                  beginning of 1997.

                  During this period,  185 new contracts were written as against
                  403 for the  same  period  during  1997.  For the  nine  month
                  period,  194  vehicles  were  disposed  of on  termination  of
                  contracts  as against  92  vehicles  disposed  during the same
                  period in 1997.

                  Contract  hire  income  increased  by  $396,326 or 19.36% when
                  comparing  the three month period ended August 31, 1998 to the
                  three  months ended  August 31,  1997.  This  increase is as a
                  result of the growth in the fleet over the past two years.

                  Lease vehicle sales  decreased by $497,905 when  comparing the
                  two quarters. Although more contracts terminated than in 1997,
                  the  amount  of  vehicle  sales  is  dependent  on the type of
                  vehicle sold and the market value.

                  During the quarter,  100 vehicles  were  disposed of, 32 at an
                  average  profit of $644 and 68 at an average loss of $335. The
                  average  profit per vehicle on disposal  is  dependent  on the
                  type of vehicle sold and the current market value of vehicles.
                  During the same quarter in 1997,  32 vehicles were disposed of
                  at an average profit of $1,076.

                  During the quarter,  22 new contracts were acquired as against
                  158 in the previous  year.  The average  monthly rental of new
                  contracts  written was $571 as against $582 per vehicle during
                  the same quarter in 1997.

                  For the three month  period  ended  August 31,  1998,  cost of
                  sales  including  depreciation  decreased  from  $3,237,169 to
                  $3,071,840.  As a percent of contract  hire income and sale of
                  vehicles,  this percentage increased marginally from 79.76% to
                  82.08%.








                                    Page 11.


<PAGE>
                  Cost of sales including  depreciation,  decreased for the nine
                  month period ended August 31, 1998 and 1997, respectively. The
                  decrease  from  $9,197,972  to  $8,247,221 is in line with the
                  decrease  in  contract   hire  and  vehicle  sale  revenue  of
                  $10,915,009  to  $10,077,895.  As  a  percent  of  sales,  the
                  percentage  decreased from 84.27% to 81.83% when comparing the
                  nine  month   period   ended   August   31,   1998  and  1997,
                  respectively.

                  General and administrative  expenses increased by $282,443, or
                  27.43% when comparing the nine month periods ending August 31,
                  1998 and 1997, respectively. This increase is in line with the
                  $1,772,164  increase  in  contract  hire and fleet  management
                  income of 28.14% ,when  comparing  the nine month period ended
                  August 31, 1998 and 1997, respectively.

                  For the nine months ended  August 31, 1998 and 1997,  interest
                  expense  increased by $622,851.  Interest expense increased by
                  $145,431  when  comparing the three month periods ended August
                  31,  1998  and  1997.  This  increase  is as a  result  of the
                  increase in hire purchase  funding to finance new business and
                  the  increase  in the bank line of  credit  to fund  increased
                  working capital requirements.

                  For the nine  months  ended  August  31,  1998 and  1997,  the
                  Company reported,  after amortization of goodwill of ($473,040
                  for both  periods),  and before  minority  interests and other
                  non-recurring   items,   a  loss  of  $904,051  and  $136,933,
                  respectively.

                  For the three  months  ended  August  31,  1998 and 1997,  the
                  Company reported,  after amortization of goodwill of ($157,680
                  for both  periods),  and before  minority  interests and other
                  non-recurring   items,   a  loss  of  $481,731  and  $134,394,
                  respectively.

                  Liquidity and Capital Resources

                  Net cash provided from operating activities for the nine month
                  periods ended August 31, 1998 and 1997  aggregated  $3,186,648
                  and $2,341,289,  respectively.  The Company  utilized net cash
                  for  investing   activities   (for  the  purchase  of  revenue
                  producing  assets) of $3,469,930  and  $8,719,369 for the nine
                  month  periods  ended August 31, 1998 and 1997,  respectively.
                  Net cash utilized by financing activities was $132,914 for the
                  nine-month  period ended August 31, 1998. Net cash provided by
                  financing activities  aggregated $6,368,707 for the nine-month
                  period ended August 31, 1997.

                  The Company  believes that its financial  resources from funds
                  provided  from  operations  and  its  funding  lines  will  be
                  adequate to meet its  requirements  for the next  twelve-month
                  period.

                  In 1997, PAG completed a private placement of 18.5 units, each
                  unit  consisting  of a 10%  promissory  note in the  amount of
                  $95,000  and  10,000  shares  of  PAG's  common  stock  for an
                  aggregate  price of $100,000 per unit.  The proceeds have been
                  used to satisfy a portion of the debt owed for the acquisition
                  of AC Car Group Limited.

                  PAG has  filed a Form SB-2 with the  Securities  and  Exchange
                  Commission,  registering  for the sale of 1,250,000  shares of
                  common  stock,  which  includes  170,000  shares being sold by
                  certain selling shareholders.  The estimated net proceeds from
                  this  offering,  is expected to be  $3,488,000  with which PAG
                  intends to repay existing debt.







                                    Page 12.


<PAGE>
PART II.          OTHER INFORMATION


ITEM 1 -          Legal Proceedings.
                  None.
ITEM 2 -          Changes in Securities.
                  None
ITEM 3 -          Defaults Upon Senior Securities.
                  None.
ITEM 4 -          Submission of Matters to a Vote of Security Holders.
                  None.
ITEM 5 -          Other Information.
                  None.
ITEM 6 -          Exhibits or Reports on Form 8-K.
                  Exhibit 27- Financial Data Schedule
                  Exhibit 11 - Computation of Earnings Per Share - not required,
                  no dilutive common stock equivalents

























                                    Page 13.


<PAGE>
                                   SIGNATURES




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




Dated: October 14, 1998                              PRIDE, INC.


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




































                                    Page 14.