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, 1997

                        Commission File Number 33-24718-A


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

Delaware                                  65-0109088
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)


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

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




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

     Common Stock,  $.002 par value.  1,995,357 shares  outstanding as of August
31, 1997.


<PAGE>
                           PRIDE INC. AND SUBSIDIARIES


                                      INDEX
<TABLE>
<CAPTION>



                                                                                          Page(s)

PART I Financial Information:
ITEM 1 Financial Statements
<S>                                                                                       <C>
               Consolidated Condensed Balance Sheets - August 31, 1997 (Unaudited)
               and November 30, 1996 ..................................................   3.

               Consolidated Condensed Statements of Operations (Unaudited) -
               Nine and Three Months Ended August 31, 1997 and 1996 ...................   4.

               Consolidated Condensed Statements of Cash Flows (Unaudited) -
               Nine Months Ended August 31, 1997 and 1996 .............................   5.

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

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


PART II Other Information                                                                 13.


SIGNATURES ............................................................................   14.

EXHIBITS:

    Exhibit 11 - Computation of Earnings (Loss) Per Share .............................   15.

    Exhibit 27 - Financial Data Schedule ..............................................   16.

</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,
                                                                                       1997                 1996
                                                                                      (Unaudited)      (As restated -
                                                                                                       see Note 1)
ASSETS:
<S>                                                                                    <C>             <C>
  Cash and cash equivalents ........................................................   $     41,453    $    255,283
  Accounts receivable - net of allowance for doubtful accounts .....................      2,010,855       1,936,166
  Inventories ......................................................................      1,691,941       1,127,452
  Property, revenue producing vehicles and equipment - net (Note 2) ................     26,699,630      20,671,854
  Intangible assets - net (Note 3) .................................................      9,048,673       9,544,293
                                                                                       ------------    ------------

TOTAL ASSETS .......................................................................   $ 39,492,552    $ 33,535,048
                                                                                       ============    ============

                                            - LIABILITIES AND SHAREHOLDERS' EQUITY -

LIABILITIES (Note 4):
  Bank overdraft line of credit ....................................................   $  5,972,743    $  2,964,465
  Accounts payable .................................................................      2,763,192         654,920
  Accrued liabilities and expenses .................................................        374,944         490,915
  Bank debt ........................................................................        948,782       1,002,571
  Obligations under hire purchase contracts ........................................     15,326,166      11,034,951
  Loans payable - directors ........................................................         34,610            --
  Other loans - acquisition ........................................................      4,274,500       5,098,470
  Other liabilities ................................................................        127,215          33,560
                                                                                       ------------    ------------

TOTAL LIABILITIES ..................................................................     29,822,152      21,279,852
                                                                                       ------------    ------------

MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES (Note 5) ...........................      4,681,944       5,677,891
                                                                                       ------------    ------------

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 .....................................................      7,910,046       8,425,722
    Retained earnings (deficit) ....................................................     (2,525,510)     (1,555,104)
    Foreign currency translation ...................................................       (400,071)       (297,304)
                                                                                       ------------    ------------

                                                                                          4,988,456       6,577,305
                                                                                       ------------    ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .........................................   $ 39,492,552    $ 33,535,048
                                                                                       ============    ============
</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,

                                                     1997            1996           1997             1996

REVENUES:
<S>                                                  <C>             <C>             <C>             <C>
    Contract hire income .........................   $  5,571,724    $  3,524,377    $  2,046,665    $  1,265,939
    Sale of contract hire vehicles ...............      5,859,791       4,105,599       1,626,790       1,609,219
    Fleet management and other income ............      1,104,908         714,750         593,366         226,690
                                                     ------------    ------------    ------------    ------------
                                                       12,536,423       8,344,726       4,266,821       3,101,848
                                                     ------------    ------------    ------------    ------------

EXPENSES:
    Cost of sales ................................     10,019,382       6,418,409       3,398,049       2,486,058
    General and administrative expenses ..........      2,316,820       1,025,129         774,762         345,969
    Amortization of goodwill and acquisition costs        474,887         473,399         158,295         158,039
    Interest expense and other ...................      1,330,278         724,435         520,004         265,312
    Research and development costs ...............        691,166            --           377,244            --
                                                                     ------------    ------------    ------------
                                                       14,832,533       8,641,372       5,228,354       3,255,378
                                                     ------------    ------------    ------------    ------------

LOSS BEFORE MINORITY INTERESTS ...................     (2,296,110)       (296,646)       (961,533)       (153,530)

    Minority interests in net loss of consolidated
      subsidiaries  (Note 4) .....................      1,325,704         133,520         493,440          65,901
                                                     ------------    ------------    ------------    ------------

LOSS BEFORE PROVISION FOR
    INCOME TAXES .................................       (970,406)       (163,126)       (468,093)        (87,629)

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

NET LOSS .........................................   $   (970,406)   $   (163,126)   $   (468,093)   $    (87,629)
                                                     ============    ============    ============    ============

LOSS PER COMMON SHARE (Note 6):
    Net loss before minority interest ............   $      (1.15)   $       (.15)   $       (.48)   $       (.08)
    Minority interests in net loss of subsidiary .            .66             .07             .24             .04
                                                     ------------    ------------    ------------    ------------
LOSS PER COMMON SHARE ............................   $      (0.49)   $       (.08)   $       (.24)   $       (.04)
                                                     ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF
    COMMON SHARES OUTSTANDING
    (Note 6) .....................................      1,995,357       1,990,775       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 CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                        For the Nine Months Ended
                                                                                            August 31,
                                                                                        1997            1996

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                     <C>             <C>
      Net loss ......................................................................   $   (970,406)   $   (163,126)
      Adjustments to reconcile net loss to net cash provided by operating activities:
        Minority interests in net loss of subsidiaries ..............................     (1,325,704)       (133,520)
        Depreciation and amortization ...............................................      2,909,949       2,013,901
        Amortization of goodwill ....................................................        474,424         443,174
        (Gain) loss on disposal of fixed assets .....................................       (193,752)        (46,078)
        Provision for maintenance costs .............................................           --            31,679
      Changes in assets and liabilities:
        (Increase) in accounts receivable ...........................................        (74,689)       (336,706)
        (Increase) in inventories ...................................................       (564,489)       (277,523)
        Increase (decrease) in accounts payable, accrued expenses and
          other liabilities .........................................................      2,085,956      (1,062,869)
                                                                                        ------------    ------------
        Net cash provided by operating activities ...................................      2,341,289         468,932
                                                                                        ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchases of revenue producing assets .........................................    (10,162,619)     (6,438,370)
      Proceeds from sale of fixed assets ............................................      1,443,250       1,195,509
                                                                                        ------------    ------------
        Net cash (utilized) by investing activities .................................     (8,719,369)     (5,242,861)
                                                                                        ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from hire purchase contract funding ..................................     14,438,622       7,628,185
      Principal repayments of hire purchase contract funding ........................    (10,147,407)     (5,533,009)
      Principal payments of long-term debt ..........................................        (53,789)        (43,537)
      Loans received from (repaid to) directors .....................................         34,610        (113,628)
      Proceeds from subsidiary's sale of stock ......................................         92,500       3,282,500
      Costs associated with subsidiary's sale of stock ..............................       (180,137)       (876,206)
      Net proceeds from bank lines of credit ........................................      3,008,278         452,301
      Payment of acquisition debt ...................................................       (823,970)           --
                                                                                        ------------    ------------
        Net cash provided by financing activities ...................................      6,368,707       4,796,606
                                                                                        ------------    ------------

EFFECT OF EXCHANGE RATE CHANGES IN CASH .............................................       (204,457)        (68,571)
                                                                                        ------------    ------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS .........................................       (213,830)        (45,894)

      Cash and cash equivalents, at beginning of year ...............................        255,283          73,946
                                                                                        ------------    ------------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD .........................................   $     41,453    $     28,052
                                                                                        ============    ============
</TABLE>

        See notes to interim consolidated condensed financial statements.


                                     Page 5.


<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.  Fixed assets  recorded as a
                result of this acquisition aggregated $3,038,182. In April 1997,
                the Company,  through the services of an independent third-party
                expert,  determined that the value of such fixed assets acquired
                was actually $6,643,365 at the date of acquisition. A portion of
                this  increase  ($1,990,215)  was  previously  reflected  as  an
                intangible asset, and has been reclassified.  The balance of the
                increase of $1,614,968,  recorded as negative goodwill, has been
                offset against non-current assets acquired. The balance sheet as
                of November 30, 1996 (year end)  included  herein has  therefore
                been  restated to reflect this  corrected  valuation as follows:
                Fixed Assets has been  increased by  $1,990,215  and  Intangible
                Assets has been  reduced by  $1,990,215.  In addition  financial
                statements  for the year  ended  November  30,  1996  have  been
                restated  to correct an error in the method by which the Company
                was  reflecting  the  minority   shareholders'  interest  in  AC
                Automotive  Group,  Inc. The effect of this  restatement  was to
                increase the minority interest liability and decrease additional
                paid-in  capital  as of  November  30,  1996  in the  amount  of
                $307,919.  The Company has filed an amended Form 10-KSB with the
                Securities and Exchange Commission to reflect such restatements.




                                     Page 6.


<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, 1996,  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,  1997 and the  results  of its  operations  for the nine and
                three month periods ended August 31, 1997 and 1996, and its cash
                flows for the nine month periods ended August 31, 1997 and 1996.

                The results of  operations  for the nine and three month periods
                ended August 31, 1997 and 1996 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,
                                                                             1997          1996

<S>                                                                          <C>           <C>
Building and improvements ................................................   $ 1,719,415   $ 1,719,415
Revenue producing vehicles ...............................................    25,056,005    17,282,095
Furniture, fixtures and machinery ........................................     4,519,731     4,641,388
Aircraft .................................................................       927,751       927,751
                                                                             -----------   -----------
                                                                              32,222,902    24,570,649
Less:  accumulated depreciation ..........................................     5,523,272     3,898,795
                                                                             -----------   -----------
                                                                             $26,699,630   $20,671,854
                                                                             ===========   ===========
</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 7.


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



NOTE   4   -    LIABILITIES:

                Included in  liabilities  as of August 31, 1997,  are amounts in
                the aggregate of $13,773,911 which are not due and payable until
                after  August 31, 1998.  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 56.55%. PAG owns 70% of a newly
                formed subsidiary AC Automotive Group,  Inc., ("AC Group").  The
                minority   interests    liabilities   represent   the   minority
                shareholders'  portion of the equity in these two  subsidiaries.
                In 1997, PAG completed a private  placement of its common stock,
                as a result of which the Company's investment in PAG was reduced
                to 52.85%.


NOTE   6   -    COMMON STOCK / EARNINGS (LOSS) PER SHARE:

                Earnings  (loss) per share has been computed on the basis of the
                weighted  average number of common shares and common  equivalent
                shares  outstanding  during each period presented.  Common stock
                equivalents  have been excluded from the  computation  since the
                results would be anti-dilutive.

                In February  1997,  the  Financial  Accounting  Standards  Board
                issued  Statement  No. 128  "Earnings  per Share"  ("SFAS 128"),
                which  changes the method for  calculating  earnings  per share.
                SFAS 128  requires  the  presentation  of "basic" and  "diluted"
                earnings per share on the face of the income statement. SFAS 128
                is effective  for financial  statements  for periods ended after
                December 15, 1997.  The Company will adopt SFAS 128 for the year
                ended November 30, 1997, and accordingly  restate prior periods,
                as early  adoption is not  permitted.  Statement  No. 128 is not
                expected to materially  differ from primary  earnings (loss) per
                share as reported in Exhibit 11 in the Company's  quarterly Form
                10-QSB.

















                                     Page 8.


<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.  The effect of the  offering was to reduce
                  the  Company's  ownership  interest  to 56.55%.  In 1997,  PAG
                  completed a private placement of its common stock, as a result
                  of  which  the  Company's  investment  in PAG was  reduced  to
                  52.85%.

                  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.  Fixed  assets
                  recorded   as  a  result   of  this   acquisition   aggregated
                  $3,038,182.  In April 1997, the Company,  through the services
                  of an  independent  third-party  expert,  determined  that the
                  value of such fixed assets acquired was actually $6,643,365 at
                  the  date  of   acquisition.   A  portion  of  this   increase
                  ($1,990,215) was previously  reflected as an intangible asset,
                  and has been  reclassified.  The  balance of the  increase  of
                  $1,614,968,  recorded  as negative  goodwill,  has been offset
                  against  non-current assets acquired.  The balance sheet as of
                  November  30, 1996 (year end)  included  herein has  therefore
                  been restated to reflect this corrected  valuation as follows:
                  Fixed Assets has been  increased by $1,990,215  and Intangible
                  Assets has been reduced by $1,990,215. In addition,  financial
                  statements  for the year  ended  November  30,  1996 have been
                  restated  to  correct  an error  in the  method  by which  the
                  Company was reflecting the minority  shareholders' interest in
                  AC Automotive  Group,  Inc. The effect of this restatement was
                  to increase  the  minority  interest  liability  and  decrease
                  additional  paid-in  capital as of  November  30,  1996 in the
                  amount of  $307,919.  The  Company  has filed an amended  Form
                  10-KSB with the Securities and Exchange  Commission to reflect
                  such restatements.




                                     Page 9.


<PAGE>
                  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.

                  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  includes:  (i)
                  Consolidated  Condensed  Balance  Sheets as of August 31, 1997
                  and  November  30,  1996  (as  restated);   (ii)  Consolidated
                  Condensed  Statements  of  Operations  for the Nine and  Three
                  Month  Periods  Ended  August  31,  1997 and  1996  and  (iii)
                  Consolidated  Condensed  Statements of Cash Flows for the Nine
                  Month Periods Ended August 31, 1997 and 1996.

                  Results of Operations

                  Revenues  increased by  $1,164,973  when  comparing  the three
                  months  ended  August  31,  1997 and  1996;  $290,178  of this
                  increase  relates to AC Cars,  which  commenced  operations in
                  December  1996.  Contract hire revenues  increased by $826,486
                  when  comparing the three months period August 31, 1997 to the
                  three months ended  August 31,  1996.  The primary  reason for
                  this 27%  increase  was due to an increase  in  revenues  from
                  contract  hire,  sale of  vehicles at lease  maturity  and the
                  selling of vehicles at low margins to take advantage of dealer
                  bonuses.  During this quarter,  168 new contracts were written
                  compared with 102 in the previous  year.  The average  monthly
                  rental of new contracts  written was $582 per vehicle compared
                  with $663 per  vehicle  during the same  quarter in 1996.  The
                  average  monthly  rental is  dependent  on the type of vehicle
                  being  rented  and the  terms  of the  contract.  During  this
                  quarter,  32  vehicles  were  disposed  of on  termination  of
                  contracts at an average  profit of $1,076 per vehicle.  During
                  the same quarter in 1996,  30 vehicles  were disposed of at an
                  average  profit of $2,276 per vehicle.  The average profit per
                  disposal  is  dependent  on the type of  vehicle  sold and the
                  current market value of vehicles.

                  For the nine month  period  ended  August 31,  1997,  revenues
                  increased  by  $4,191,697  or 50%,  when  compared to the same
                  period in 1996.  $894,398 of this increase is  attributable to
                  AC Cars,  which  commenced  operations in December  1996;  the
                  balance of  $3,297,299  comprises an increase in revenues from
                  contract  hire,  sale of  vehicles at lease  maturity  and the
                  selling of vehicles at low margins to take advantage of dealer
                  bonuses. During this period, 403 new contracts were written at
                  an  average  rental  of $572  per  vehicle  compared  with 235
                  contracts  in the  corresponding  period in 1996 at an average
                  rental of $574 per vehicle.  For the nine months period ending
                  August 31, 1997, 92 vehicles  were disposed of on  termination
                  of  contracts  at an  average  profit  of $2,106  per  vehicle
                  compared with 76 vehicles being disposed in the  corresponding
                  period in 1996 at an average profit of $2,616 per vehicle.  As
                  of August  31,  1997,  1,654  vehicles  were  under  lease and
                  management compared to 1,299 vehicles as at August 31, 1996.








                                    Page 10.


<PAGE>
                  Cost of sales, including depreciation, as of percent of sales,
                  remained constant at 80% when comparing the three months ended
                  August   31,   1997  and  1996.   Cost  of  sales,   including
                  depreciation,  increased  from  77%  to 80%  as a  percent  of
                  revenue,  when comparing the nine months ended August 31, 1997
                  and 1996. Management attributes this increase primarily to the
                  increase  in buying and  selling of  vehicles  and  selling to
                  third  parties  at low  margins  to take  advantage  of dealer
                  bonuses,  adopting  a  more  prudent  approach  to  estimating
                  residual   values  of   vehicles,   thereby   increasing   the
                  depreciation  expense  and  cost of  sales  and  reducing  the
                  residual risk, and the inclusion of the AC Cars operations.
 .
                  General and administrative expenses increased by $428,793 when
                  comparing  the three month  periods  ended August 31, 1997 and
                  1996.  This  increase  comprises  general  and  administrative
                  expenses  of  $477,966 in AC Cars and a decrease of $49,173 in
                  the contract hire operations. For the nine month period ending
                  August 31, 1997, general and administrative expenses increased
                  by $1,291,691. This increase is mainly due to the inclusion of
                  the  administration  costs  of AC Cars of  $1,254,423  and the
                  increase in staff and normal running costs associated with the
                  increase in business.

                  Interest  expense  increased by 96% when  comparing  the three
                  months ended August 31, 1997 and 1996. 38% or $100,612 of this
                  increase is attributed to funding AC Cars while the balance is
                  the result of the increased  cost of funding new contract hire
                  business. Interest expense increased by 84% when comparing the
                  nine months ended August 31, 1997 and 1996. 40% or $286,576 of
                  this  increase is  attributed  to funding of AC Cars while the
                  balance is the  result of the  increased  cost of funding  new
                  contract hire business.

                  Certain  costs  incurred  by AC Cars have been  classified  as
                  research and development costs. These costs relate to research
                  and development  incurred on the manufacture and  distribution
                  of the AC  Cobra  and AC Ace  and  are  separately  disclosed.
                  Research  and  development  costs  amounted  to  $691,166  and
                  $377,244 for the nine months and three months ended August 31,
                  1997, respectively.

                  The shortfall in the working  capital  requirements of AC Cars
                  has been funded by the  contract  hire  operations  which have
                  obtained increased bank lines of credit for this purpose. This
                  will  continue in the future until AC Cars is self  supportive
                  and able to fund its own  working  capital  requirements.  The
                  repayment of the monies to the contract hire  operations  will
                  be funded out proceeds of vehicle sales.

                  Consolidated

                  For the three  months  ended  August  31,  1997,  the  Company
                  reported a loss of $803,238 before  amortization  and minority
                  interests,  as  compared  to a profit of  $4,509  for the same
                  period in 1996.  The  reason  for this,  is that this  quarter
                  includes the operating  losses of AC Cars.  The quarterly loss
                  comprises a loss of $826,524 before  amortization and minority
                  interests in AC Cars.

                  For the  nine-month  period ended August 31, 1997, the Company
                  reported a loss of $1,821,223 before amortization and minority
                  interests  as compared  to a profit of  $176,753  for the same
                  period in 1996. The overall loss includes a loss of $2,159,177
                  before amortization and minority interests in AC Cars.






                                    Page 11.


<PAGE>
                  Liquidity and Capital Resources

                  In December 1997, PAG completed a private  placement of 18 1/2
                  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.

                  The Company  acquires new  vehicles as required.  There are no
                  material planned capital expenditures at the present time.

                  Other

                  Except  for  historical   information  contained  herein,  the
                  matters set forth above may be forward-looking statements that
                  involve  certain  risks and  uncertainties  that  could  cause
                  actual  results to differ  from  those in the  forward-looking
                  statements.  Potential  risks and  uncertainties  include such
                  factors as the level of business and consumer  spending in the
                  Company's industry, the competitive  environment,  the ability
                  of the  Company to expand its  operations,  the level of costs
                  incurred in connection  with the Company's  expansion  efforts
                  and  economic  conditions.  Investors  are  also  directed  to
                  consider other risks and uncertainties  discussed in documents
                  filed  by  the  Company  with  the   Securities  and  Exchange
                  Commission.

                                    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


























                                    Page 13.


<PAGE>



                                   SIGNATURES


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





Dated: October 14, 1997                              PRIDE,  INC.




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


































                                    Page 14.


<PAGE>



                          PRIDE, INC. AND SUBSIDIARIES
                                   EXHIBIT 11
                 COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                 For the Nine Months Ended      For the Three Months Ended
                                                        August 31,                   August 31,

                                                1997              1996          1997             1996





<S>                                              <C>            <C>            <C>            <C>
LOSS BEFORE MINORITY INTERESTS ...............   $(2,296,110)   $  (296,646)   $  (961,533)   $  (153,530)

Minority interests in net loss of consolidated
subsidiaries .................................     1,325,704        133,520        493,440         65,901
                                                 -----------    -----------    -----------    -----------

LOSS BEFORE PROVISION FOR INCOME
TAXES ........................................      (970,406)      (163,126)      (468,093)       (87,629)

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

NET LOSS .....................................   $  (970,406)   $  (163,126)   $  (468,093)   $   (87,629)
                                                 ===========    ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING ....................     1,995,357      1,990,775      1,995,357      1,995,357
                                                 ===========    ===========    ===========    ===========

LOSS PER COMMON SHARE:
Net loss before minority interest ............   $     (1.15)   $      (.15)   $      (.48)   $      (.08)
Minority interests in net loss of subsidiary .           .66            .07            .24            .04
                                                 -----------    -----------    -----------    -----------
LOSS PER COMMON SHARE ........................   $     (0.49)   $      (.08)   $      (.24)   $      (.04)
                                                 ===========    ===========    ===========    ===========

</TABLE>

                                 - Exhibit 11 -


                                    Page 15.


<PAGE>