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 May 31, 1998

                        Commission File Number 33-24718-A


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

Delaw                                                     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 May 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 - May 31, 1998
               (Unaudited) and November 30, 1997                                                                    3.

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

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

               Consolidated Condensed Statements of Cash Flows (Unaudited) -
               Six Months Ended May 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                                                                                   14.


SIGNATURES                                                                                                         15.

EXHIBITS       Exhibit 27 - Financial Data Schedule                                                                16.

</TABLE>



<PAGE>
PART I.        FINANCIAL INFORMATION

ITEM 1.        Financial Statements

                          PRIDE, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                   - ASSETS -

                                                                                               May 31,              November 30,
                                                                                             1998                     1997
                                                                                                 (Unaudited)
ASSETS:
<S>                                                                                          <C>                  <C>           
  Cash and cash equivalents                                                                  $       12,852       $       85,065
  Accounts receivable - net of allowance for doubtful accounts                                    2,143,069            1,959,355
  Inventories                                                                                        25,279            1,248,360
  Property, revenue producing vehicles and equipment - net (Note 2)                              25,452,111           27,882,350
  Intangible assets - net (Note 3)                                                                8,581,438            8,912,087
  Investment in affiliate (Note 1)                                                                4,048,460              -
                                                                                              ------------- --------------

TOTAL ASSETS                                                                                    $40,263,209          $40,087,217
                                                                                                ===========          ===========

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -

LIABILITIES (Note 4):
  Bank overdraft line of credit                                                                $  5,689,202         $  6,976,699
  Accounts payable                                                                                  859,051            1,767,166
  Accrued liabilities and expenses                                                                  685,287              865,977
  Bank debt                                                                                         659,509              695,782
  Obligations under hire purchase contracts                                                      18,171,265           18,341,778
  Acquisition debt payable                                                                        1,686,000            4,198,500
  Loans payable                                                                                      78,991              -
  Other liabilities                                                                                 327,927              109,978
                                                                                             --------------       --------------

TOTAL LIABILITIES                                                                                28,157,232           32,955,880
                                                                                               ------------         ------------

MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES (Note 5)                                          5,833,030            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)                                                                  (1,896,277)          (4,019,828)
    Deferred financing costs                                                                        (65,934)             (75,178)
    Accumulated other comprehensive income (loss)                                                   234,281             (314,001)
                                                                                             --------------       --------------

                                                                                                  6,272,947            3,658,095
                                                                                              -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                      $40,263,209          $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 Six Months Ended                For the Three Months Ended
                                                                       May 31,                              May 31,
                                                                 1998                 1997            1998             1997
                                                            ----------------  ---------------- ----------------   ---------

REVENUES:
<S>                                                             <C>               <C>                <C>              <C>       
    Contract hire income                                        $  4,901,659      $  3,525,059       $2,459,795       $1,872,575
    Sale of contract hire vehicles                                 1,604,359         4,233,001          787,247        2,298,622
    Fleet management and other income                                554,743           511,542          232,642          358,563
                                                              --------------    --------------     ------------     ------------
                                                                   7,060,761         8,269,602        3,479,684        4,529,760
                                                               -------------     -------------      -----------      -----------

EXPENSES:
    Cost of sales                                                  5,175,381         6,621,333        2,622,838        3,497,212
    General and administrative expenses                              890,610         1,542,058          399,554          779,424
    Amortization of goodwill and acquisition costs                   315,359           316,592          157,680          158,296
    Interest expense and other                                     1,101,731           810,274          525,921          452,580
    Research and development costs                                    -                313,922           -               232,010
                                                        --------------------    --------------------------------    ------------
                                                                   7,483,081         9,604,179        3,705,993        5,119,522
                                                               -------------     -------------     ------------      -----------

LOSS BEFORE MINORITY INTERESTS                                      (422,320)       (1,334,577)        (226,309)        (589,762)

    Minority interests in net loss of consolidated
        subsidiaries (Note 5)                                        193,906           832,264          102,674          393,421
                                                              --------------    --------------      -----------     ------------

LOSS BEFORE PROVISION FOR
    INCOME TAXES                                                    (228,414)         (502,313)        (123,635)        (196,341)

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

NET LOSS                                                       $    (228,414)    $    (502,313)     $  (123,635)     $  (196,341)
                                                               =============     =============      ===========      ===========

LOSS PER COMMON SHARE (Note 6a):
    Net loss before minority interest                                  $(.21)            $(.67)           $(.11)           $(.30)
    Minority interests in net loss of subsidiary                         .10               .42              .05              .20
                                                                      ------            ------           ------           ------
LOSS PER COMMON SHARE                                                  $(.11)            $(.25)           $(.06)           $(.10)
                                                                       =====             =====            =====            =====

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 Six Months                For the Three Months
                                                                                   Ended May 31,                     Ended May 31,
                                                                            ----------------------------      --------------------
                                                                    1998              1997              1998            1997
                                                                 -------------   -------------    -------------     --------

<S>                                                                  <C>             <C>              <C>              <C>       
NET LOSS                                                             $(228,414)      $(502,313)       $(123,635)       $(196,341)

OTHER COMPREHENSIVE INCOME (Note 5b):
    Foreign currency translation adjustments                           400,738        (367,763)          57,482          298,769
                                                                    ----------      ----------     ------------       ----------

COMPREHENSIVE INCOME (LOSS)                                          $ 172,324       $(870,076)      $ ( 66,153)       $ 102,428
                                                                     =========       =========       ==========        =========
</TABLE>































        See notes to interim consolidated condensed financial statements





                                     Page 5.


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

                                                                                               For the Six Months Ended
                                                                                                        May 31,
                                                                                                  1998                1997
                                                                                             ----------------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                              <C>                <C>          
    Net loss                                                                                     $   (228,414)      $   (502,313)
    Adjustments to reconcile net loss to net cash provided by operating activities:
      Minority interests in net loss of subsidiaries                                                 (193,906)          (832,264)
      Depreciation and amortization                                                                 2,252,844          1,904,595
      Amortization of goodwill                                                                        315,359            295,449
      Loss (gain) on disposal of fixed assets                                                         128,797           (168,710)
      Deferred financing costs                                                                         17,400            -
    Changes in assets and liabilities:
      (Increase) decrease in accounts receivable                                                     (234,504)           301,002
      Decrease (increase) in inventories                                                              107,090           (614,299)
      (Decrease) increase in accounts payable, accrued expenses and other liabilities                (189,177)           847,044
                                                                                                 ------------     --------------
      Net cash provided by operating activities                                                     1,975,489          1,230,504
                                                                                                 ------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of revenue producing assets                                                          (5,492,212)        (6,781,178)
    Proceeds from sale of fixed assets                                                              2,147,269          1,037,985
                                                                                                 ------------       ------------
      Net cash (utilized) by investing activities                                                  (3,344,943)        (5,743,193)
                                                                                                 ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from hire purchase contract funding                                                    5,255,114          9,079,975
    Principal repayments of hire purchase contract funding                                         (4,713,853)        (5,927,829)
    Principal payments of long-term debt                                                              (36,273)            (7,290)
    Loans received from officers                                                                      -                   34,610
    Net proceeds from subsidiary's sale of stock                                                      -                   92,500
    Costs associated with subsidiary's sale of stock                                                  -                 (126,296)
    Net proceeds from bank lines of credit                                                            391,515          2,323,570
    Payment of acquisition debt                                                                       -                 (824,600)
                                                                                          -------------------     --------------
      Net cash provided by financing activities                                                       896,503          4,644,640
                                                                                                -------------      -------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                               400,738           (367,763)
                                                                                                -------------     --------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                                           (72,213)          (235,812)

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

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                                     $      12,852     $       19,471
                                                                                                =============     ==============
</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
                six  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 May 31,
                1998 and the  results  of its  operations  for the six and three
                month periods ended May 31, 1998 and 1997 and cash flows for the
                six month periods ended May 31, 1998 and 1997.

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


NOTE   2   -    FIXED ASSETS:

                Fixed assets consists of the following:
<TABLE>
<CAPTION>
                                                                               May 31,             November 30,
                                                                              1998                1997
                                                                                (unaudited)

<S>                                                                          <C>                  <C>          
                Building and improvements                                    $     784,599        $     820,160
                Revenue producing vehicles                                      29,889,620           27,612,291
                Furniture, fixtures and machinery                                  577,198            4,670,067
                                                                            --------------       --------------
                                                                                31,251,417           33,102,518
                Less:  accumulated depreciation                                  5,799,306            5,220,168
                                                                             -------------        -------------
                                                                               $25,452,111          $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 May 31, 1998, are amounts in the
                 aggregate of  $10,402,038  which are not due and payable  until
                 after May 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%. 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%.

                  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 fore- going 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
                  six  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 May 31, 1998 and
                  November 30, 1997; (ii) Consolidated  Condensed  Statements of
                  Operations  for the Six and Three Month  Periods Ended May 31,
                  1998 and 1997,  (iii)  Consolidated  Condensed  Statements  of
                  Comprehensive  Income  (Loss)  for  the Six  and  Three  Month
                  Periods  Ended  May 31,  1998 and  1997 and (iv)  Consolidated
                  Condensed  Statements  of Cash Flows for the Six Month Periods
                  Ended May 31, 1998 and 1997.

                  Results of Operations

                  For the six month period ended May 31, 1998, contract hire and
                  fleet  management  revenue  increased by  $1,521,228 or 38.7%,
                  when compared to the same period in 1997.

                  During this period,  163 new contracts were written as against
                  245 for the same period during 1997. For the six months period
                  ending May 31,  1998,  94 vehicles  have being  disposed of on
                  termination  of  contracts  as  against 60  vehicles  disposed
                  during the same period in 1997.

                  Contract hire income  increased by $516,273 when comparing the
                  three  months  period  ended May 31, 1998 to the three  months
                  ended May 31,  1997.  This  23.7%  increase  is due to the net
                  growth in the fleet of 281 vehicles over the past year.

                  Vehicles sales  decreased by $1,197,422 when comparing the two
                  quarters,  due to less contracts  terminating and less sale of
                  vehicles.

                  During this quarter,  67 new vehicles were acquired as against
                  128 in the previous  year.  The average  monthly rental of new
                  contracts  written  was $687 per  vehicle as against  $608 per
                  vehicle during the same quarter in 1997.

                  During  this   quarter,   57  vehicles  were  disposed  of  on
                  termination  of contracts  at an average  profit of $1,249 per
                  vehicle.  During the same  quarter in 1997,  20 vehicles  were
                  disposed of at an average  profit of $3,275 per  vehicle.  The
                  average  profit per vehicle on disposal  is  dependent  on the
                  type of vehicle sold and current market value of vehicles.

                  Cost of sales  relating  to sale of  vehicles  decreased  from
                  $3,415,975 to $1,506,008  when  comparing the six months ended
                  May 31, 1998 with the six months ended May 31, 1997.

                  Cost of sales  relating  to sale of  vehicles  decreased  form
                  $1,703,318  to $716,054  when  comparing the quarter ended May
                  31, 1998 with the quarter ended May 31, 1997. This decrease is
                  due to a decrease  in the sales of  vehicles at low margins to
                  take advantage of dealer bonuses.

                  For  the  six  month  period  ended  May  31,  1998  and  1997
                  respectively,  cost of sales including  depreciation increased
                  from  $2,544,828 to  $3,669,273,  an increase of $1,124,445 or
                  44.2% which is in line with the increase in contract  hire and
                  fleet management income of 38.7%.






                                    Page 11.


<PAGE>
                  Cost of sales  including  depreciation,  relating  to contract
                  hire and fleet management  income increased from $1,414,807 to
                  $1,906,784,  an increase  of $491,983 or 34.8% when  comparing
                  the quarters  ended May 31,1998 and 1997,  respectively.  This
                  increase is in line with the increase in contract hire revenue
                  of 31.3%.

                  Costs  of sales  as a  percent  of  contract  hire  and  fleet
                  management  revenue  increased from 64.6% to 67.2% for the six
                  months  ended  May  31,1  998  and  1997,  respectively.  This
                  increase is due to a  reduction  in margin as a result of more
                  competitive trading conditions in the industry.  For the three
                  months  ended  May 31,  1998 and  1997,  this  percentage  has
                  increased from 64.9% to 70.8%.

                  For the six months  ended May 31, 1998 and 1997,  respectively
                  these expenses increased by $125,009 or 16.3%, which is in the
                  line with the  increase in revenues  and normal  increases  in
                  overhead and business operating costs.

                  General and administration  expenses  increased  marginally by
                  $17,472 when  comparing  the  quarters  ended May 31, 1998 and
                  1997, respectively.

                  For the six months  ended May 31, 1998 and 1997  respectively,
                  interest  expense  increased  by  $477,420.  Interest  expense
                  increased by $180,922 when  comparing the period ended May 31,
                  1998 and 1997,  respectively.  This increase is as a result of
                  the increase in hire purchase  funding to finance new business
                  and also as result of the  increase in the bank line of credit
                  over  the  past  year  to  fund  increased   working   capital
                  requirements.

                  For the six months  ended May 31,  1998 and 1997,  the Company
                  reported  after  amortization  of goodwill  ($315,300 for both
                  periods),  a loss of $413,421 and $692,  respectively  for the
                  contract hire operations.

                  For the three months ended May 31, 1998 and 1997,  the Company
                  reported  after  amortization  of goodwill  ($157,680 for both
                  periods),  a (loss) of  ($226,309)  and a profit of  $167,213,
                  respectively for the contract hire operations.

                  Liquidity and Capital Resources

                  Net cash provided from operating  activities for the six month
                  periods ended May 31, 1998 and 1997 aggregated  $1,975,489 and
                  $1,230,504,  respectively.  The Company  utilized net cash for
                  investing  activities  (for the purchase of revenue  producing
                  assets) of $3,344,943 and $5,743,193 for the six month periods
                  ended May 31, 1998 and 1997,  respectively.  Net cash provided
                  through   financing   activities   aggregated   $896,503   and
                  $4,644,640  for the six month  periods  ended May 31, 1998 and
                  1997, respectively.

                  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.






                                    Page 12.


<PAGE>
                  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 13.


<PAGE>
PART II.        OTHER INFORMATION
ITEM 1 -  Legal Proceedings.

          None.

ITEM 2 -  Changes in Securities.
          
          None.

ITEM 3 -  Defaults Upon Senior Securities.
          
          None.

ITEM 4 -  Submission of Matters to a Vote of Security Holders.

          None.

ITEM 5 -  Other Information.

          None.

ITEM 6 -  Exhibits or Reports on Form 8-K.

          Exhibit 27 - Financial Data Schedule.

                                    Page 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: July 20, 1998                                 PRIDE, INC.



                                                     By:    /s/ Alan Lubinsky
                                                            Alan Lubinsky
































                                    Page 15.


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