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, 1998

                        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, 1998.


<PAGE>
                           PRIDE INC. AND SUBSIDIARIES


                                      INDEX


<TABLE>
<CAPTION>

                                                                                                                   Page(s)

PART I. Financial Information:
ITEM 1. Financial Statements
<S>                                                                                                                <C>
               Consolidated Condensed Balance Sheets - February 28, 1998
               (Unaudited) and November 30, 1997                                                                    3.

               Consolidated Condensed Statements of Operations (Unaudited) -
               Three Months Ended February 28, 1998 and 1997                                                        4.

               Consolidated Condensed Statements of Cash Flows (Unaudited) -
               Three Months Ended February 28, 1998 and 1997                                                        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                                                                                         12.


SIGNATURES                                                                                                         13.

EXHIBITS:

    Exhibit 27 - Financial Data Schedule                                                                           14.

</TABLE>

<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

                          PRIDE, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                   - ASSETS -
<TABLE>
<CAPTION>

                                                                                             February 28,           November 30,
                                                                                             1998                     1997
                                                                                                 (Unaudited)
ASSETS:
<S>                         <C>                                                                   <C>         <C>       
  Cash and cash equivalents $ ...........................................................         24,064      $   85,065
  Accounts receivable -
     net of allowance for doubtful accounts                                                    4,142,728       1,959,355
  Inventories 179,268 1,248,360
  Property, revenue producing vehicles and equipment - net (Note 2)                           25,570,847      27,882,350
  Intangible assets - net (Note 3) ......................................................      8,739,117       8,912,087
  Investment ............................................................................      1,800,000            --
                                                                                            ------------    ------------

TOTAL ASSETS                                                                                 $40,456,024     $40,087,217

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -

LIABILITIES (Note 4):
  Bank  overdraft  line of  credit $ ....................................................      5,489,924    $  6,976,699
Accounts  payable .......................................................................      1,572,408       1,767,166 
Accrued liabilities and expenses 724,115 865,977
Bank debt ...............................................................................        677,900         695,782
Obligations  under  hire  purchase contracts.............................................      8,441,373      18,341,778
Acquisition debt payable  ......................................................               1,686,000       4,198,500
Loans payable                                                                                     88,151
Other liabilities                                                                                191,937         109,978

TOTAL LIABILITIES .......................................................................     28,871,808      32,955,880

MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES (Note 5) ................................      5,584,887       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)  .............................................                (1,772,643)     (4,019,828)
    Deferred financing costs  ...................................................                (65,748)        (75,178)
    Foreign currency translation ........................................................       (163,157)       (314,001)
                                                                                             ------------    ------------

                                                                                                5,999,329       3,658,095
                                                                                             ------------    ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                    $40,456,024     $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 Three Months Ended
                                                                                February 28,
                                                                           1998                1997
                                                                           -------------- --------

REVENUES:
<S>                                                                         <C>            <C>        
     Contract hire income ...............................................   $ 2,441,864    $ 1,652,484
     Sale of contract hire vehicles .....................................       817,112      1,731,816
     Fleet management and other income ..................................       322,101        355,542
                                                                            -----------    -----------
                                                                              3,581,077      3,739,842
                                                                            -----------    -----------

EXPENSES:
    Cost of sales .......................................................     2,552,543      3,124,121
    General and administrative expenses .................................       491,056        762,635
    Amortization of goodwill and acquisition costs ......................       157,679        158,296
    Interest expense and other ..........................................       575,810        357,693
    Research and development ............................................          --           81,912
                                                                            -----------    -----------
                                                                              3,777,088      4,484,657
                                                                            -----------    -----------

LOSS BEFORE MINORITY INTERESTS ..........................................      (196,011)      (744,815)

    Minority interests in net loss of consolidated subsidiaries  (Note 5)        91,232        438,843
                                                                            -----------    -----------

LOSS BEFORE PROVISION FOR INCOME TAXES ..................................      (104,779)      (305,972)

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

NET LOSS ................................................................   $  (104,779)   $  (305,972)
                                                                            ===========    ===========

LOSS PER COMMON SHARE (Note 6):
    Net loss before minority interest ...................................   $      (.10)   $      (.37)
    Minority interests in net loss of subsidiary ........................           .05            .22
                                                                            -----------    -----------
LOSS PER COMMON SHARE ...................................................   $      (.05)   $      (.15)
                                                                            ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING (Note 6) .........................................     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 Three Months Ended
                                                                    February 28,
                                                            1998           1997
                                                                                             ----------------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                        <C>            <C>       
    Net loss                                               $   (104,779)  $(305,972)
    Adjustments  to  reconcile  net  loss  to net  
     cash  provided  by  operating activities:
      Minority interests in net loss of subsidiaries .....      (91,232)    (438,843)
      Depreciation and amortization ......................    1,071,957      946,597
      Amortization of goodwill ...........................      157,679      158,296
      (Gain) loss on disposal of fixed assets ............       42,193     (28,470)
      Deferred financing costs ...........................       17,750         --
    Changes in assets and liabilities:
      Decrease in accounts receivable ....................       14,297       74,930
      (Increase) in inventories ..........................      (46,899)    (282,889)
      Increase in accounts payable,
       accrued expenses and other liabilities ............      436,179      344,646
                                                             ----------    ----------
      Net cash provided by operating activities ..........    1,497,145      468,295
                                                             ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of revenue producing assets ................   (3,104,557) (2,918,307)
    Proceeds from sale of fixed assets ...................      909,207      517,139
      Net cash (utilized) by investing activities ........   (2,195,350)  (2,401,168)
                                                              ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from hire purchase contract funding .........    3,154,590   3,701,474
    Principal repayments of hire purchase contract funding   (2,748,385) (3,701,474)
    Principal payments of long-term debt .................      (17,882)    (6,679)
    Loans received from (repaid to) officers .............         --        34,610
    Net proceeds from subsidiary's sale of stock .........         --        78,862
    Net proceeds from bank lines of credit ...............      192,237   1,501,618
    Payment of acquisition debt ..........................         --      (810,800)
                                                             ----------    ----------
      Net cash provided by financing activities ..........      580,560   1,408,427
                                                             ----------    ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH ..................       57,482     298,769
                                                             ----------    ----------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS ..............      (60,163)   (225,677)

    Cash and cash equivalents, at beginning of year ......       84,227     255,283
                                                             ----------    ----------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD ..............    $  24,064    $   29,606
                                                             ==========    ==========
</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
                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
                being reported under the cost method of accounting.








                                     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, 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
                February  28,  1998 and the results of its  operations  and cash
                flows for the three month  periods  ended  February 28, 1998 and
                1997.

                The  results of  operations  for the three month  periods  ended
                February 28, 1998 and 1997 are not necessarily indicative of the
                results to be expected for the full year.


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

                Fixed assets consists of the following:
                                                                              February 28,         November 30,
                                                                              1998                1997
                                                                                (unaudited)

<S>                                                                          <C>                  <C>          
                Building and improvements                                    $     784,599        $     820,160
                Revenue producing vehicles                                      29,551,013           27,612,291
                Furniture, fixtures and machinery                                  544,112            4,670,067
                                                                            --------------       --------------
                                                                                30,879,724           33,102,518
                Less:  accumulated depreciation                                  5,308,877            5,220,168
                                                                             -------------        -------------
                                                                               $25,570,847          $27,882,350
                                                                               ===========          ===========

</TABLE>














                                     Page 7.


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



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.


NOTE   4   -    LIABILITIES:

                Included in  liabilities as of February 28, 1998, are amounts in
                the aggregate of $10,807,390 which are not due and payable until
                after February 28, 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.


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.














                                     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.  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 foregoing  issuance of shares has
                  reduced the ownership of AC Automotive Group,  Inc., by PAG to
                  approximately  16%.   Accordingly,   PAG's  investment  in  AC
                  Automotive  Group,  Inc.,  is being  reported  under  the cost
                  method of accounting.

                  Pride Management Services Plc. ("PMS") is a holding company of
                  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 9.


<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 February 28, 1998
                  and November 30, 1997; (ii) Consolidated  Condensed Statements
                  of Operations  for the Three Month Periods Ended  February 28,
                  1998 and 1997 and (iii) Consolidated  Condensed  Statements of
                  Cash Flows for the Three Month Periods Ended February 28, 1998
                  and 1997.

                  Results of Operations

                  Contract  Hire  and  Fleet  Management   income  increased  by
                  $1,000,502  when comparing the quarter ended February 28, 1998
                  to the quarter ended  February 28, 1997.  This 57% increase is
                  due to the net  growth in the fleet of 379  vehicles  over the
                  past year.

                  Vehicle  sales  decreased by $914,704  when  comparing the two
                  quarters due to less contracts  terminating  and less sales of
                  vehicles.

                  During  this  quarter,  96 new  contracts  were  written at an
                  average  rental  of $695  per  vehicle  compared  with 117 new
                  contracts  in the  corresponding  period in 1997 at an average
                  rental of $525 per  vehicle.  The  average  monthly  rental is
                  dependent on the type of vehicle being rented and the terms of
                  the contract.

                  During the quarter,  37 vehicles were disposed on  termination
                  of contracts at an average profit of $734 per vehicle.  During
                  the  corresponding  quarter in 1997, 40 vehicles were disposed
                  of at an average  profit of $2,363 per  vehicle.  The  average
                  profit per  vehicle on disposal  is  dependent  on the type of
                  vehicle sold and current market value of vehicles.

                  As of February 28, 1998,  1,757  vehicles were under lease and
                  management compared to 1,492 vehicles as at February 28, 1997.

                  Cost of  sales  relating  to sale of  vehicle  decreased  from
                  $1,614,633  to $789,954  when  comparing  the  quarter  ending
                  February 28, 1998 with the quarter  ending  February 28, 1997.
                  The  decrease  is  due to  less  contracts  terminating  and a
                  decrease in the sale of vehicles.

                  Cost of sales,  including  depreciation,  relating to contract
                  hire and fleet management  income increased from $1,228,578 to
                  $1,762,589  or 43%  when  comparing  the  two  quarters  ended
                  February 28, 1998 and 1997, respectively.  This increase is in
                  line  with  the  57%  increase  in  contract  hire  and  fleet
                  management income. Cost of sales, including depreciation, as a
                  percentage  of  contract  hire  and  fleet  management  income
                  decreased from 69.8% to 63.8% when comparing the two quarters.
                  This increase in gross margin of  approximately 6% has enabled
                  the Company to absorb the  increases in other  overheads  when
                  comparing the results of the two quarters  ended  February 28,
                  1998 and 1997, respectively.








                                    Page 10.


<PAGE>
                  General  expenses  increased by $115,029  when  comparing  the
                  quarters ended February 28, 1998 and 1997, respectively.  This
                  increase  of 30% is in the line with the  growth  in  contract
                  hire income of 57% over the part year and represents 13.67% of
                  revenue as against 10.77% for the corresponding period.

                  Interest expense  increased by $296,499 when comparing the two
                  quarters ending February 28, 1998 and 1997, respectively.  The
                  reason for this increase is due to this significant  growth in
                  new business which  requires  increased  funding,  the cost of
                  increase in the bank overdraft line of credit utilized to fund
                  the  AC  Car  operations  and   additional   working   capital
                  requirements to fund the growth.

                  For the three  months ended  February  28, 1998 and 1997,  the
                  Company  reported prior to amortization of goodwill  ($157,680
                  and  $157,679) a loss from  operations  of $38,322 and $7,829,
                  respectively from contract hire operations.

                  Liquidity and Capital Resources

                  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 11.


<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
                  None

ITEM 5.           Other Information
                  None

ITEM 6.           Exhibit and Reports on Form 8-k
                  (a) Exhibit 27 Financial Data Schedule
                  (b) None
















                                    Page 12.


<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      , 1998                                    PRIDE, INC.



                                                     By:    /s/ Alan Lubinsky
                                                            Alan Lubinsky





































                                    Page 13.


<PAGE>