SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB





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

                        For the period ended February 28, 1999

                        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 February
28, 1999.


<PAGE>
                          PRIDE, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                     ASSETS

                                                                             February 28,           November 30,
                                                                                     1999               1998
                                                                                unaudited

ASSETS
<S>                                                                                <C>                     <C>   
          Cash and cash equivalents ............................................   $     168,449           54,953
          Accounts receivable ..................................................       1,913,546        1,571,983
          Property revenue producing vehicles and equipment-net (Note 2) .......       3,883,420       21,599,835
          Investment in affiliate (Note 1) .....................................       4,048,460        4,048,460
                                                                                   -------------      -----------   
TOTAL ASSETS ...................................................................   $  10,013,875       27,275,231
                                                                                   =============      ===========


                       LIABILITIES AND SHAREHOLDERS EQUITY

LIABILITIES
          Bank line of credit ..................................................         135,554        6,264,245
          Accounts payable .....................................................         603,588          558,314
          Accrued liabilities and expenses .....................................       4,226,981        1,738,304
          Bank debt ............................................................       4,780,920          685,428
          Obligations under hire purchase contracts ............................       1,750,638       15,231,850    
          Acquisition debt payable                                                     1,686,000        1,686,000
          Loans payable ........................................................          34,610           34,610    
          Other liabilities                                                               73,107          249,842
                                                                                   -------------      -----------   
TOTAL LIABILITIES ..............................................................      13,291,398       26,448,593
                                                                                   =============      ===========

MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES  (Note 4) ......................               0          370,043
                                                                                   -------------      -----------   

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS EQUITY
          Preferred stock,  $.001 par value,  5,000,000 shares  authorized,  none
          issued or  outstanding  Common  stock,  $.002 par  value, 5,000,000
          shares authorized, 1,995,357 shares issued and outstanding
          in 1999 and 1998 respectively ........................................           3,991            3,991
          Additional paid-in capital ...........................................       8,332,894        8,332,894
          Retained earnings(deficit) ...........................................     (12,298,627)      (7,903,830)
          Deferred financing costs .............................................         (26,984)         (44,734)
          Accumulated other comprehensive income ...............................         711,203           68,273
                                                                                   -------------      -----------   
TOTAL SHAREHOLDERS EQUITY ......................................................      (3,277,523)         456,595
                                                                                   -------------      -----------   

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY ......................................      10,013,875       27,275,231
                                                                                   =============      ===========  


</TABLE>


                                     Page 1

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

                                                                           For the Three Months ended
                                                                                 February 28
                                                                             1999         1998
                                                                              $           $

REVENUE
<S>                                                                         <C>          <C>      
          Contract hire income ......................................       327,498      2,441,865
          Sale of vehicles ..........................................    14,821,987        817,112
          Fleet management and other income .........................        73,107        321,994
                                                                         ----------    -----------
                                                                         15,222,592      3,580,971
                                                                         ==========    ===========


EXPENSES

          Cost of sales .............................................    17,785,035      1,480,587
          Depreciation ..............................................        94,712      1,071,956
          General and administration expenses .......................       621,218        489,586
          Amortization of goodwill ..................................          --          157,680
          Interest and other financing costs ........................     1,486,467        575,809
                                                                         ----------    -----------
                                                                         19,987,432      3,775,618
                                                                         ==========    ===========

LOSS BEFORE MINORITY INTERESTS ......................................    (4,764,840)      (194,647)

          Minority interests in net loss of consolidated subsidiaries       370,043         91,232
                                                                         -----------   -----------

LOSS BEFORE  PROVISION FOR INCOME TAXES .............................    (4,394,797)      (104,779)
          Provision for income taxes ................................          --             --
                                                                         -----------   -----------
NET (LOSS) ..........................................................    (4,394,797)      (104,779)
                                                                         ===========   ===========

LOSS PER COMMON SHARE (Note 5a)

          Net Loss before minority interests ........................   $     (2.38)   $      (.10)
          Minority interests in net loss of subsidiary ..............           .18            .05
                                                                        ------------   -----------
                                                                        $     (2.20)   $      (.05)
                                                                        ============   ===========

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


</TABLE>



                                     Page 2

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

                                                     For the Three Months
                                                      Ended February 28
                                                       1999         1998

<S>                                                  <C>             <C>      
NET LOSS .........................................   (4,394,797)     (104,779)

OTHER COMPREHENSIVE INCOME (Note 5b)
          Foreign currency translation adjustments      633,825        57,482
                                                     -----------   ----------
COMPREHENSIVE (LOSS) .............................   (3,760,972)      (47,297)
</TABLE>
                                                     ===========   ==========



                                     Page 3

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


                                                                       For the Three Months ended
                                                                           February 28, 1999
                                                                       1999             1998           
                                                                         $                $   
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                   <C>              <C>      
Net (loss) .......................................................    (4,394,797)      (104,779)
Adjustments to reconcile net (loss) to cash provided by operating
activities:
          Minority interests in net loss of subsidiaries .........      (370,043)       (91,232)
          Depreciation and amortization ..........................        94,712      1,071,957
          Amortization of goodwill ...............................          --          157,679
          Deferred financing costs ...............................        17,750         17,750
          Loss on disposal of fixed assets .......................     1,474,039         42,193
Changes in assets and liabilities
          (increase) decrease in accounts receivable .............      (341,563)        14,297
          (increase) in inventories ..............................          --          (46,899)
          increase in accounts payable, accrued expenses and other
          liabilities ............................................     2,357,216        436,179
                                                                      -----------   -----------
Net cash (utilized) provided from operating activities ...........    (1,162,686)     1,497,145
                                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of revenue producing assets .............................          --       (3,104,557)
Proceeds from sale of fixed assets ...............................    16,147,184        909,207
                                                                      -----------   -----------
          Net cash provided (utilized) by investing activities ...    16,147,184     (2,195,350)
                                                                      -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES
          Bank lines of credit ...................................          --          192,237
          Reduction in bank line of credit .......................    (6,128,691)          --
          Increase in bank debt ..................................     4,160,000
          Principal payment of long term debt ....................       (64,508)       (17,882)
          Proceeds from hire purchase contract funding ...........          --        3,154,590
          Principal repayments of hire purchase funding ..........   (13,471,628)    (2,748,385)
                                                                     ------------   -----------
Net cash(utilized) provided from financing activities ............   (15,504,827)       580,560
                                                                     ------------   -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH ..........................       633,825         57,482

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .............       113,496        (60,163)

          Cash and cash equivalents, beginning of year ...........        54,953         84,227
                                                                      -----------   -----------
CASH AND CASH EQUIVALENTS END OF YEAR ............................       168,449         24,064
                                                                      ===========   ===========
</TABLE>


                                     Page 4

<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 Sportfest,  Inc. in the state of Delaware on September 11,1988.
The Company was a development  stage company with no operations  though  January
13,1994.On the 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 Sportfest, 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 acquirer in a
reverse acquisition.

     Pursuant to the  acquisition,  the Company issued an aggregate of 9,000,000
(900,000  shares-post  Reverse  stock  split)  shares of its common stock to the
stockholders of PMS in the acquisition. The 9000,0000 (pre-reverse split) shares
represented  89% of the  10,155,350  (pre-reverse  split) shares of common stock
outstanding immediately after the acquisition.  The common stock, was determined
in arms-length  negotiations between management of the company and management of
PMS. None of the  stockholders or management of PMS were  previously  affiliated
with the Company in any manner,  The principal basis used in the negotiations to
determine the number of shares to be issued by the Company was the percentage of
stock which would be owned by the new control groups after the issuance thereof,
rather than any traditional  valuation formulas. By acquiring 100% of the issued
and outstanding common stock of PMS, PMS became a wholly owned subsidiary of the
Company.  For  accounting  purposes,  the  acquisition  has  been  treated  as a
recapitalization of PMS, with PMS as the acquirer 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.

     Pride   Management   Services  Plc  (PMS)  is  a  holding  company  of  six
subsidiaries 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
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 the  Company's  common  stock 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.  Following further
restructure and the forgoing issuance of shares,  the ownership of AC Automotive
Group,  Inc.  by PAG has been  reduced to 16%.  Due to the  change in  ownership
percentage,  PAG does not  believe  that it still has the  ability  to  exercise
significant influence over AC Automotive, Inc. Accordingly, consolidation is not
considered  appropriate.  PAG's  investment  in AC  Automotive  Group,  Inc.  is
therefore being reported under the cost method of accounting.

     On December 11,1998, PAG ,though its subsidiary,  Pride Management Services
Plc,  completed  the  sale of  substantially  all its  leasing  assets,  leaving
approximately  13% of  its  revenue  producing  vehicles  after  the  sale.  The
consideration  paid was $14,763,680  against balance sheet value of $17,851,023.
As a condition of sale,  hire purchase  creditors were paid  $14,537,000 in full
and final settlement of the debt outstanding on the leased assets sold against a
balance sheet value of $13,127,303 at an early settlement penalty of $1,409,697.
In addition,  the bank was restructured as follows. Upon completion of the sale,
$1,815,000  was repaid to the bank. The balance of $4,449,245 has been converted
into two  loans;  Loan A for  $1,485,000  and Loan B for  $2,964,245.  Loan A of
$1,485,000  is  repayable  by July  31,1999,  in the  event of  which  Loan B of
$2,964,245  will be  forgiven.  In the event  that Loan A is not  repaid by July
31,1999, the full amount outstanding on the two loans is repayable on demand. As
a result of the sale, PAG wrote off its related  goodwill,  which had a carrying
value of $8,444,147, at November 30,1998.

     On February  19,1999,  it was  announced  that PAG had executed a Letter of
Intent to acquire  all of the issued and  outstanding  capital  stock of Digital
Mafia  Entertainment  LLC, in exchange for the  issuance of 7,400,000  shares in
Pride  Automotive  common stock. In addition PAG also announced that it will, at
the same time,  sell its ownership of Pride  Management  Services to the Company
for nominal value. At this time, these sales have not being  consummated and the
terms have being  re-negotiated  in light of the  de-listing  of PAG's shares as
discussed below, and now 14,800,000 shares will be issued.

     On March 12,1999,  PAG was notified by NASDAQ that it's securities would be
de-listed from the Nasdaq Small Cap Market  effective March 19,1999,  since it's
financial  condition does not meet the requirements  for continual  inclusion of
such securities. PAG is in the process of appealing this decision.


                                     Page 5

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

NOTE 1-DESCRIPTION OF COMPANY (Continued)

     In  the  opinion  of  management,   the  accompanying   unaudited   interim
consolidated  condensed financial statements of Pride Inc. and its subsidiaries,
contain all  adjustments  necessary to present  fairly the  Company's  financial
position as of February  28,1999 and the results of its operations for the three
months  ended  February  28,1999  and 1998 and cash  flows for the  three  month
periods ended February 28,1999 and 1998.


NOTES 2-FIXED ASSETS

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

                                                                             February 28,                    November 30,
                                                                                     1999                            1998
                                                                              (unaudited)
                                                                                        $                               $
<S>                                                                               <C>                             <C>    
Building and improvements                                                         784,599                         784,599
Revenue producing vehicles                                                      3,716,552                      26,954,977
Furniture, fixtures and machinery                                                 576,270                         576,270
                                                                            ---------------------------------------------
                                                                                5,077,421                      28,315,846
Less: accumulated depreciation                                                  1,194,001                       6,716,011
                                                                             --------------------------------------------
                                                                                3,883,420                      21,599,835
                                                                             ============================================
</TABLE>


NOTE 3-LIABILITIES

Included in liabilities as of February 28,1999,  are amounts in the aggregate of
$1,521,742  which are not due and payable  until after  February  28,2000.  This
amount consists of amounts due to loans payable and equipment notes payable.



                                     Page 6

<PAGE>
NOTE 4-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 56.45%.

     In November 1996,PAG  completed a private  placement of 17units,  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 reduced the Company's investment in PAG to 53,33%.

     In August 1998,  the Company sold 70,000 shares of PAG common stock for net
proceeds of $235,870, realizing a loss of $57,236.

     As a result of this transaction,  the Company now holds 1,425,000 shares of
PAG common stock which represents a 50,49% investment.

     Due to the  fact  that  PAG has  negative  equity,  the  minority  interest
liability has been reduced to nil


NOTE 5-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 the period.

(b)     Statement of Comprehensive Income

     The Company has adopted SFAS 130 Reporting  Comprehensive Income , which is
effective for the 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 7

<PAGE>
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  Sportfest, Inc in the State of Delaware on September 11,1998. The
Company was a development  stage company with no operations  through January 13,
1994.On January 13,1994,  the Company acquired Pride  Management  Services,  Plc
("PMS") a  consolidated  group of  operating  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 City,  New York.  The Company  also decided to
change  its  year  end  from  April 30 to  November  30,  in  order to  coincide
accounting periods with its new subsidiary.

     Pursuant to the  acquisition,  the Company issued an aggregate of 9,000,000
(900,000  shares-post  Reverse  stock  split)  shares of its common stock to the
stockholders of PMS in the acquisition. The 9000,0000 (pre-reverse split) shares
represented  89% of the  10,155,350  (pre-reverse  split) shares of common stock
outstanding immediately after the acquisition.  The common stock, was determined
in arms-length  negotiations between management of the company and management of
PMS. None of the  stockholders or management of PMS were  previously  affiliated
with the Company in any manner,  The principal basis used in the negotiations to
determine the number of shares to be issued by the Company was the percentage of
stock which would be owned by the new control groups after the issuance thereof,
rather than any traditional  valuation formulas. By acquiring 100% of the issued
and outstanding common stock of PMS, PMS became a wholly owned subsidiary of the
Company.  For  accounting  purposes,  the  acquisition  has  been  treated  as a
recapitalization of PMS, with PMS as the acquirer in a reverse acquisition.

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

     In November  1996,  PAG  completed a private  placement  of 17 units,  each
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 reduced the Company's investment in PAG to 46.87%.In August 1998,
the Company sold 70,000 shares of PAG common stock for net proceeds of $235,870,
realizing a loss of  $57,236.As  a result of this  transaction,  the Company now
holds 1,425,000 shares of PAG common stock which represents a 50.49% investment.

     On November 29,1996,  the Company,  through its newly formed majority owned
subsidiary,  AC  Automotive  Group Inc. and its wholly owned  subsidiary  AC Car
Group Limited  (registered in the United Kingdom),  completed the acquisition of
certain  assets of AC Cars Limited and  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 the  Company's  common  stock 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.  Following further
restructure and the forgoing issuance of shares,  the ownership of AC Automotive
Group,  Inc.  by the  Company  has been  reduced  to 16%.  Due to the  change in
ownership  percentage,  PAG does not  believe  that it still has the  ability to
exercise   significant   influence   over  AC  Automotive,   Inc.   Accordingly,
consolidation is not considered  appropriate.  PAG's investment in AC Automotive
Group, Inc. is therefore being reported under the cost method of accounting.

     On December 11,1998, PAG, through its subsidiary, Pride Management Services
Plc,  completed  the sale of a large  portion of its  leasing  assets  (see Note
1).Pride Management Services, through its subsidiaries, continues to service the
remaining contract hire agreements.



                                     Page 8

<PAGE>
     On February  19,1999,  it was  announced  that PAG had executed a Letter of
Intent to acquire all of the  issuance of 7,400,000  shares in Pride  Automotive
common stock.  In addition,  PAG also  announced that it will, at the same time,
sell its  ownership  of Pride  Management  Services  to the  Company for nominal
value. At this time,  these sales have not being  consummated and the terms have
being  re-negotiated  in light of the  de-listing  of PAG's  shares as discussed
below, and now 14,800,000 shares will be issued.

     On March 12,1999,  PAG was notified by NASDAQ that it's securities would be
de-listed  from the  Nasdaq  Small Cap Market  effective  March  19,1999,  PAG's
financial  condition does not meet the requirements  for continual  inclusion of
such securities. PAG is in the process of appealing this decision.

The financial information presented herein include:

     (i)  Consolidated  Condensed  Balance  Sheets as of  February  28,1999  and
November 30,1998;

     (ii)  Consolidated  Condensed  Statements of Operations for the Three Month
periods Ended February 28,1999 and 1998;

     (iii) Consolidated  Condensed Statements of Comprehensive income (loss) for
the Three Month Periods Ended February 28,1999 and 1998;

     (iv)  Consolidated  Condensed  Statements of Cash Flows for the Three Month
Periods Ended February 28,1999 and 1998.

Results of operations

     During the quarter, the Company through its subsidiary,  completed the sale
of  substantially  all its  leasing  assets.  972  vehicles  and  their  related
contracts were disposed of at a book loss of  $3,087,343.  This accounts for the
large  reduction  in  contract  hire income and  increase in vehicle  sales when
comparing   the  quarters   ending   February   28,1999  and  February   28,1998
respectively.

     In addition to this sale, 25 additional vehicles were disposed of at a loss
of $43,279.  During the corresponding quarter in 1998, 37 vehicles were disposed
of on termination of contracts at an average profit of $734 per vehicle.

     No new business was written  during this quarter in line with the Company's
decision to reduce its leasing and fleet management  assets.  During the quarter
ended  February  28,1998,  96 new contracts were written at an average rental of
$695 per vehicle.

     As of February 28, 1999,  132  vehicles  were under lease  compared to 1540
vehicles as at February 28,1998.

     Fleet management income has also reduced substantially due to the reduction
in vehicles being managed.  At the end of this quarter, 49 vehicles were subject
to management contracts compared to 217 at the end of the corresponding  quarter
in 1998.

     Cost of sales has  increased  substantially  as a result of the disposal of
997  vehicles  discussed  above.  This  has  resulted  in a large  reduction  in
depreciation due to the reduction in the fleet when comparing the quarters ended
February 28,1999 and February 28,1998 respectively.

     General and  administration  have  increased by $130,000 when comparing the
quarters ending February 28,1999 and February 28,1998. This is mainly due to the
writing off of doubtful debtors and a provision for  professional  fees relating
to the Company restructure.

     Interest and  financing  costs  increased by $910,000  when  comparing  the
quarters  ended  February  28,1999,  and February  28,1998,  respectively.  This
increase is mainly due to a early settlement  penalty of $1,410,000  relating to
the  settlement  of the  debt  outstanding  on the  leased  assets  sold,  and a
reduction  in the  level of Hire  purchase  obligations  and bank line of credit
outstanding when comparing the respective quarters.

     As a result of the sale of the leased assets,  the intangibles were written
off at November 30,1998.

     For the three months ended February 28,1999 and 1998, the Company reported,
after  amortization of goodwill of $157,680 (for 1998) and minority interests of
$370,043 (1999) and $91,232 (1998), a loss of $4,394,797 and $104,779 .



                                     Page 9

<PAGE>
Liquidity and Capital Resources

     Net cash (utilized) provided from operating  activities for the three month
periods ended  February  28,1999 and 1998  aggregated  $1,162,686 and $1,497,145
respectively.  The Company  provided cash of  $16,147,184  and $909,207 from the
sale  of  fixed  assets  for  the  periods  ended  February   28,1999  and  1998
respectively.  For the three month period ended February 28,1998, $3,104,557 was
utilized to purchase revenue producing assets.  Net cash utilized by the Company
from financing  activities  amounted to $15,514,411 as against net cash provided
of  $580,560  for the  three  month  period  ended  February  28,1999  and  1998
respectively

     Due to the losses  incurred as a result of the sale of assets  described in
note 1 and the continuing trading losses,  doubts are raised about the Company's
ability to continue as a going concern.

     Management's  plans in  regard to this  matter  were  described  in a press
release issued on February 19,1999,  where it was announced that the Company had
executed a Letter of Intent to acquire  all the issued and  outstanding  capital
stock of Digital  Mafia  Entertainment,  LLC,  in exchange  for the  issuance of
7,400,000  shares in Pride  Automotive  common stock. The amount of shares to be
issued has  subsequently  being increased to 14,800,000.  In addition,  PAG also
announced that it will, at the same time, sell its ownership of Pride Management
Services to Pride,  Inc., to the Company for nominal value. At this time,  these
sales have not being consummated.

     Management  is also  raising  capital  for the  purpose  of  meeting  PAG's
financial obligations until such time as the Contract of Sale described above is
consummated.  If this raising of capital is unsuccessful,  then the Company will
not have sufficient cash on hand to meet its current obligations.  The financial
statements  do  not  include  any  adjustments   that  might  result  from  this
uncertainty.



                                    Page 10

<PAGE>
PART II. OTHER INFORMATION


                           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.  None.

ITEM 5.  Other Information.  None.

ITEM 6.  Exhibit and Reports on Form 8-k.  None.



                                     Page 11


<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:  April 16, 1999

        Pride, Inc.

by: \s\ Alan Lubinsky
        Alan Lubinsky