PRIDE INC
PRER14A, 1997-04-22
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                                   PRIDE, INC.
                              Watford Metro Centre
                                  Tolpits Lane
                     Watford Hertordshire, England, WD1 8SB



                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                           To Be Held on May 30, 1997



To the Shareholders of PRIDE, INC.

         NOTICE IS HEREBY  GIVEN that the  Annual  Meeting  of  Shareholders  of
PRIDE, INC. (the  "Corporation") will be held at the corporate offices of Pride,
Inc.,  located at Watford Metro  Centre,  Tolpits  Lane,  Watford  Hertordshire,
England WD1 8SB on May 30, 1997 at 10:30 a.m.,  England time,  for the following
purposes:

     1. To elect three Directors to the Corporation's Board of Directors to hold
office for a period of one year or until their  successors  are duly elected and
qualified.

     2. To  authorize an amendment to the 1994 Stock Option Plan to increase the
number  of  shares  of  Common  Stock  authorized  and  available  for  issuance
thereunder from 500,000 to 1,000,000.

     3. To transact  such other  business as may properly be brought  before the
meeting or any adjournment thereof.

         The close of  business  on April 18,  1997 has been fixed as the record
date for the  determination  of shareholders  entitled to notice of, and to vote
at, the meeting and any adjournment thereof.

         You are  cordially  invited to attend the  meeting.  Whether or not you
plan to attend, please complete, date and sign the accompanying proxy and return
it promptly in the enclosed  envelope to assure that your shares are represented
at the meeting.  If you do attend,  you may revoke any prior proxy and vote your
shares in person if you wish to do so.  Any prior  proxy will  automatically  be
revoked if you execute the accompanying  proxy or if you notify the Secretary of
the Corporation, in writing, prior to the Annual Meeting of Shareholders.

                                              By order of the Board of Directors


                                                        Alan Lubinsky, Secretary
Dated: May 1, 1997

     WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,  PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED  PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED  ENVELOPE IN ORDER
TO ASSURE  REPRESENTATION OF YOUR SHARES.NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.


<PAGE>




                                   PRIDE, INC.
                              Watford Metro Centre,
                   Tolpits Lane, Watford Hertordshire, England

                                 PROXY STATEMENT

                                       FOR

                         Annual Meeting of Stockholders
                           To Be Held on May 30, 1997




         This  proxy  statement  and the  accompanying  form of proxy  have been
mailed on May 1, 1997 to the  stockholders of record on April 18, 1997 of Pride,
Inc., a Delaware corporation (the "Corporation" or "Company") in connection with
the solicitation of proxies by the Board of Directors of the Corporation for use
at the Annual Meeting to be held on May 30, 1997 and at any adjournment thereof.


                SOLICITATION, VOTING AND REVOCABILITY OF PROXIES

          Shares  of  the  Corporation's   common  stock  (the  "Common  Stock")
represented by an effective proxy in the accompanying form will, unless contrary
instructions  are  specified in the proxy,  be voted FOR (i) the election of the
three (3) persons  nominated by the Board of Directors as directors and (ii) the
amendment to the 1994 Stock Option Plan.

         Any such  proxy  may be  revoked  at any time  before  it is  voted.  A
stockholder  may revoke this proxy by notifying the Secretary of the Corporation
either in  writing  prior to the  Annual  Meeting  or in  person  at the  Annual
Meeting,  by  submitting a proxy  bearing a later date or by voting in person at
the Annual Meeting.  An affirmative  vote of a plurality of the shares of Common
Stock,  present in person or  represented  by proxy,  at the Annual  Meeting and
entitled  to vote  thereon is required  to elect the  directors  and approve the
amendment to the 1994 Stock Option Plan. A  stockholder  voting  through a proxy
who abstains  with respect to the  election of  directors  is  considered  to be
present and entitled to vote on the election of directors at the meeting, and is
in effect a negative vote,  but a stockholder  (including a broker) who does not
give  authority  to a proxy to vote,  or  withholds  authority  to vote,  on the
election of directors  shall not be  considered  present and entitled to vote on
the election of  directors.  A stockholder  voting  through a proxy who abstains
with  respect to  approval  of any other  matter to come  before the  meeting is
considered  to be present and entitled to vote on that matter and is in effect a
negative  vote,  but a  stockholder  (including  a  broker)  who  does  not give
authority to a proxy to vote, or withholds authority to vote, on any such matter
shall not be considered present and entitled to vote thereon.



                                        3

<PAGE>



          The Corporation  will bear the cost of the  solicitation of proxies by
the Board of  Directors.  The Board of  Directors  may use the  services  of its
executive officers and certain directors to solicit proxies from stockholders in
person and by mail,  telegram and telephone.  Arrangements may also be made with
brokers, fiduciaries, custodians, and nominees to send proxies, proxy statements
and other material to the beneficial  owners of the  Corporation's  Common Stock
held of record by such  persons,  and the  Corporation  may  reimburse  them for
reasonable out-of-pocket expenses incurred by them in so doing.

          The  Corporation's  annual  report on Form  10-KSB for the fiscal year
ended  November  30,  1996  including  audited  financial  statements,  and  the
Corporation's  quarterly  report  on Form  10-QSB  for the  three  months  ended
February 28, 1997 are annexed hereto

          The  principal  executive  offices of the  Corporation  are located at
Watford Metro Centre,  Tolpits Lane, Watford Hertordshire,  England WD1 8SB, the
Corporation's telephone number is (800) 698-6590.

Independent Public Accountants

          The  Board  of  Directors  of the  Corporation  has  selected  Civvals
Chartered  Accountants,  as  independent  certified  public  accountants  of the
Corporation for the fiscal year ending November 30, 1997.  Stockholders  are not
being asked to approve such selection because such approval is not required. The
audit  services   provided  by  Civvals  Chartered   Accountants   consisted  of
examination  of  financial  statements,  services  relative to filings  with the
Securities  and  Exchange  Commission,  and  consultation  in regard to  various
accounting  matters.   Representatives  of  Civvals  Chartered  Accountants  are
expected to be present at the meeting  and will have the  opportunity  to make a
statement if they so desire and answer appropriate questions.

                               RECENT DEVELOPMENTS

         In November  1996,  PAG,  through its  subsidiary AC Car Group Limited,
purchased all the assets of AC Cars Limited and Autokraft Limited.

         In April 1996, Pride  Automotive  Group,  Inc.  ("PAG")  consummated an
initial public offering,  whereby PAG sold 950,000 shares of its common stock at
a  purchase  price of $5.00 per  share and  2,000,000  redeemable  common  stock
purchase warrants at a price of $0.10 per warrant.  The warrants are exercisable
at a price of $5.75 per share,  subject to adjustment,  beginning April 24, 1997
and expiring  April 23, 2001. In connection  therewith,  PAG also granted to the
underwriter of the offering a warrant to purchase  95,000 shares of PAG's common
stock at a purchase price of $5.00 and 200,000  redeemable common stock purchase
warrants,  each warrant  exercisable  to purchase one share of common stock at a
purchase  price of $7.50 per  share.  Other than with  respect  to the  exercise
price,  the terms of the warrants  granted to the  underwriter  are identical to
those  described  above.  PAG's  securities  are currently  traded on the Nasdaq
SmallCap Stock Exchange and the Boston Exchange.

         The Company  formed PAG, a Delaware  corporation  in March 1995 for the
purpose of  acquiring  all of the  outstanding  shares of common  stock of Pride
Management  Services,  Plc.,  an  English  corporation  ("PMS").  Prior  to  the
acquisition  PMS was a wholly owned  subsidiary of the Company.  Pursuant to the
terms and conditions of the reorganization in March 1995 (the "Reorganization"),
between the  Company,  PAG and PMS,  PAG issued  1,500,000  shares of its Common
Stock to the Company in exchange for all of the issued and outstanding shares of
PMS.

                                        4

<PAGE>



In connection with the  Reorganization and formation of PAG, PMS became a wholly
owned subsidiary of the PAG which is 96% owned by the Company.

         In October 1994, the Company  acquired certain assets of Master Vehicle
Contracts Ltd. ("Master"),  an English Company pursuant to the terms of an asset
purchase  agreement.  This  sale was  entered  into by the  appointed  receivers
pursuant to Master's receivership. In connection with this purchase, the Company
acquired  the rights to use the  Master's  name.  Automobiles,  client lists and
computer systems software and hardware approximately $400,000.

         Ivan Averbuch has entered into an employment  agreement  with PAG dated
September 1995, for a term of 12 months,  commencing December 1, 1995, to become
the PAG's Chief Financial Officer,  which agreement is continent on Mr. Averbuch
obtaining  a work  permit  from  the  British  government,  in  order to work in
England. The agreement is automatically  extendable for an additional 12 months,
subject to cancellation by either the Company or Mr. Averbuch on 90 days written
notice.  Pursuant to the terms of the  agreement  Mr.  Averbuch is to receive an
annual salary of $55,000 per annum, subject to review by the board of directors.


                    VOTING SECURITIES AND SECURITY OWNERSHIP
                   OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The securities  entitled to vote at the meeting are the  Corporation's
Common Stock, par value $.002 per share. The presence, in person or by proxy, of
a majority of shares  entitled to vote will constitute a quorum for the meeting.
Each  share of Common  Stock  entitles  its  holder  to one vote on each  matter
submitted  to  stockholders.  The close of  business  on April 18, 1997 has been
fixed as the record  date for the  determination  of  stockholders  entitled  to
notice of and to vote at the meeting and any adjournment  thereof. At that date,
1,995,357  shares of Common  Stock  were  outstanding.  Voting of the  shares of
Common Stock is on a non-cumulative basis.

         The following  table sets forth  information as of April 18, 1997, with
respect to the beneficial ownership of shares of Common Stock by (i) each person
(including  any  "group"  as  that  term  is used  in  Section  13(d)(3)  of the
Securities Exchange Act of 1934, as amended), known by the Corporation to be the
owner of more  than 5% of the  outstanding  shares of  Common  Stock,  (ii) each
director,  and (iii) all officers and directors as a group. Except to the extent
indicated  in the  footnotes to the  following  table,  each of the  individuals
listed  below  possesses  sole voting power with respect to the shares of Common
Stock listed opposite their name.



                                        5

<PAGE>
<TABLE>
<CAPTION>



                                                                      Number of                         Percentage of
Name                                                                  Shares                            Share Ownership

<S>                                                                   <C>                               <C>  
Alan Lubinsky (1)(2)(3)(4)                                            1,765,535                         70.3%
c/o Pride House
Watford Metro Centre
Tolpits Lane
Watford Hertordshire
WD1 8SB England

Peter Dixon (5)(8)                                                    20,000                            *
c/o Pride House
Watford Metro Centre
Tolpits Lane
Watford Hertordshire
WD1 8SB England

Alan Berkun (6)(8)                                                    10,000                            *
83 Arnold Court
East Rockaway, New York

Ivan Averbuch (7)                                                     50,000                            *
c/o Pride House
Watford Metro Centre
Tolpits Lane
Watford Hertordshire
WD1 8SB England

New World Finance, Ltd. (1)                                           1,050,535                         52.6%
c/o Pride House
Watford Metro Centre
Tolpits Lane
Watford Hertordshire
WD1 8SB England

Eros Nominees, Ltd. (1)                                               100,000                           5.0%
c/o Pride House
Watford Metro Centre
Tolpits Lane
Watford Hertordshire
WD1 8SB England



                                        6

<PAGE>



Fort Investments, Ltd. (1)                                            100,000                           5.0%
c/o Pride House
Watford Metro Centre
Tolpits Lane
Watford Hertordshire
WD1 8SB England

All officers and
Directors as a group
 (4 persons) (1)(2)(3)(4)(5)(6)(7)                                    1,845,535                         70.3%

</TABLE>


     (1)  Although Mr.  Lubinsky  disclaims  beneficial  ownership of the shares
owned by New World Finance,  Ltd., Eros Nominees,  Ltd., Fort Investments,  Ltd.
and Regent  Nominees,  Ltd.,  it may be expected that each of such entities will
vote their respective shares in favor of proposals espoused by Mr. Lubinsky.

     (2) Includes 170,000 shares which are issuable upon the exercise of options
granted  under the  Company's  1994 Stock  Option  Plan.  Of the 170,000  shares
issuable  upon  exercise of the options,  60,000 vested on December 28, 1995 and
110,000 vested on February 14, 1996.

     (3) Includes 175,000 shares which are issuable upon the exercise of options
granted under the Company's  1994 Stock Option Plan on May 8, 1996.  None of the
175,000 shares issuable upon the exercise of the options are vested.

     (4) Includes  75,000 shares which are issuable upon the exercise of options
granted  under the  Company's  1994 Stock Option Plan on July 21,  1995.  Of the
75,000 shares  issuable upon the exercise of the options,  25,000 vested on July
21, 1996.

     (5) Includes  20,000 shares which are issuable upon the exercise of options
granted  under the Company's  1994 Stock Option Plan.  None of the 20,000 shares
issuable upon the exercise of the options are vested.

     (6) Includes  10,000 shares which are issuable upon the exercise of options
granted  under the  Company's  1994 Stock  Option  Plan.  Of the  10,000  shares
issuable  upon  exercise of the  options,  5,000 vested on December 28, 1995 and
5,000 vested on February 14, 1996 and 5,000 vested on December 28, 1995.

     (7) Includes  50,000 shares which are issuable upon the exercise of options
granted  under the Company's  1994 Stock Option Plan.  None of the 50,000 shares
issuable upon the exercise of the options are vested.

     (8) Messrs. Dixon and Berkun are not nominated for election to the Board of
Directors for 1997.

Certain Reports

         No person who,  during the fiscal year ended  November 30, 1996,  was a
director,  officer  or  beneficial  owner  of  more  than  ten  percent  of  the
Corporation's  Common  Stock  (which  is the  only  class of  securities  of the
Corporation  registered under Section 12 of the Securities  Exchange Act of 1934
(the "Act") (a "Reporting  Person")  failed to file on a timely  basis,  reports
required  by Section 16 of the Act during the most  recent  fiscal year or prior
years, except Alan Lubinsky did not file a Form 4 with respect to the receipt of
stock options in July 1995 and May 1996. Mr. Lubinsky has stated that he intends
on filing a Form 5 to rectify the  situation.  Neither  Ivan  Averbuch nor Peter
Dixon filed a Form 4 with  respect to the receipt of stock  options in May 1996.
Messrs.  Averbuch  and Dixon have  stated  that they  intent to file Form 5's to
rectify  the  situation.  The  Company  has no basis to  believe  that any other
required filing by any of the above indicated individuals has not been made.

          It is expected  that the  following  will be considered at the meeting
and action taken thereon.

                                        7

<PAGE>




                            I. ELECTION OF DIRECTORS


          The Board of Directors currently consists of three members elected for
a term of one year and until their successors are duly elected and qualified.

          An  affirmative  vote of a  plurality  of the shares of Common  Stock,
present in person or represented by proxy at the Annual Meeting, and entitled to
vote  thereon is required to elect the  directors.  All proxies  received by the
Board of  Directors  will be voted for the election as directors of the nominees
listed below if no direction to the contrary is given.  In the event any nominee
is unable to serve,  the proxy solicited  hereby may be voted, in the discretion
of the proxies,  for the election of another  person in his stead.  The Board of
Directors knows of no reason to anticipate this will occur.

         The  following  table sets forth as of April 18, 1997,  with respect to
the three nominees for election as directors of the Corporation:
<TABLE>
<CAPTION>


                                                                                          Director
Name                                Position with Corporation;                            Continually
                                    Principal Occupation and Age                          Since

<S>                                 <C>                                                   <C> 
Alan Lubinsky                       President, Secretary and Chairman                     1994
                                    of the Board; 38

Ivan Averbuch                       Chief Financial Officer, Treasurer                    1995
                                    and Director; 41

Allan Edgar                         Director;                                             ----
- --------------------------------
</TABLE>

     All directors hold office until the next annual meeting of  stockholders or
until their  successors  are elected and  qualified.  Vacancies  on the Board of
Directors  may be  filled  by the  remaining  directors.  Officers  are  elected
annually by, and serve at the discretion of the Board of Directors. There are no
family  relationships   between  and  among  any  officer  or  director  of  the
Corporation.

     Alan Lubinsky Mr Lubinsky has been the President, Secretary and director of
the Company  since  January 14,  1994.  Mr.  Lubinsky  has been the Chairman and
Managing Director of Pride Management Services,  Plc ("PMS") since its inception
in 1988. Mr. Lubinsky has been the President and a director of Pride  Automotive
Group, Inc. ("PAG") since its inception in March 1995. Mr. Lubinsky has 18 years
experience in the motor vehicle industry in positions of executive management.

     Ivan  Averbuch has been the Chief  Financial  Officer of the of the Company
since December 1995.  Mr.  Averbuch has been a director and the Chief  Financial
Officer of PAG since  December  1995.  From September 1987 to November 1995, Mr.
Averbuch  was  employed  at Kessel  Feinstein,  a member  firm of Grant  Thorton
International, an accounting firm. In January 1989, Mr. Averbuch was promoted to
audit manager and appointed as a partner in October 1992.

         Allan Edgar


                                        8

<PAGE>



         As permitted  under  Delaware  General  Corporation  Law, the Company's
certificate of incorporation  eliminates the personal liability of the directors
to the Company or any of its  shareholders  for  damages  for  breaches of their
fiduciary  duty as directors.  As a result of the  inclusion of such  provision,
stockholders  may be unable to recover  damages  against  directors  for actions
taken by them which  constitute  negligence  or gross  negligence or that are in
violation of their  fiduciary  duties.  The  inclusion of this  provision in the
Company's  Certificate of Incorporation  may reduce the likelihood of derivative
litigation against directors and other types of shareholder litigation.

Board Meetings, Committees and Compensation

         During the fiscal  year ended  November  30,  1996,  no meetings of the
Board of  Directors  were  held and  action  was  taken  on _____  occasions  by
unanimous  written  consent of the Board of  Directors  in lieu of meeting.  The
Corporation  does not pay its directors for  attendance at meetings of the Board
of Directors or committee meetings.

         The Board of Directors  recommends that you vote "FOR" the nominees for
Director.


EXECUTIVE COMPENSATION AND RELATED MATTERS

Summary of Cash and Certain Other Compensation

         The following  provides  certain  information  concerning  all Plan and
Non-Plan (as defined in Item 402 (a)(ii) of Regulation S-B) compensation awarded
to,  earned by, paid by PMS Company  during the years ended  November  30, 1996,
1995 and 1994.  The Company did not incur any  compensation  expense during such
periods.
<TABLE>
<CAPTION>

                           Summary Compensation Table

                               Annual Compensation

      (a)                           (b)                 (c)             (d)                 (e)

Name and Principal                                                                      Other Annual               Options/
   Position (1)                     Year             Salary($)         Bonus($)         Compensation($)(2)           SARS
- ------------------------            ----             ---------         --------         ------------------         ------

<S>                                 <C>               <C>                <C>            <C>                        <C>       
Alan Lubinsky
  President, Secretary              1996              $160,000           -              $30,000                    275,000(3)(4)
  and Chairman of the Board         1995              $137,750           -               30,000                    245,000(5)
                                    1994              $135,000           -               30,000                    -
</TABLE>

(notes from previous page)

     (1) All of the Company's administrative functions, including the payment of
salaries,  are performed by Pride Vehicle Contracts Limited, since the Company's
operations  run  basically as one  operation.  The Company  believes  that it is
easier and cost  effective  to  operate in this  manner.  The  Company  plans on
continuing this practice in the future.

     (2) Includes contributions to the Company's pension plan of $18,000 in each
of 1996, 1995 and 1994, respectively, and the cost of an automobile and expenses
of $12,000 annually.


                                        9

<PAGE>



     (3) Alan Lubinsky  entered into an employment  agreement with PAG in August
1995.  The  agreement  is for a term of three  years,  and pays Mr.  Lubinsky an
annual  salary of  $160,000  per annum with 10% yearly  escalations,  subject to
adjustment by PAG's board of directors.  Pursuant to the agreement, Mr. Lubinsky
received stock options under PAG's Senior Management  Incentive Plan to purchase
100,000 shares at $5.50 per share. These options vest at the rate of 33 1/3% per
annum commencing August 1996.

     (4) On May 8, 1996,  Mr.  Lubinsky  was  granted an option to  purchase  an
additional  175,000 shares of the Company's Common Stock at an exercise price of
$0.48 per share.  The shares  underlying this option vest one year from the date
of grant.

     (5) On December 28, 1994, Mr. Lubinsky was granted an option to purchase up
to an aggregate of 60,000  shares of the  Company's  Common Stock at an exercise
price of $1.65 per share.  The shares  underlying this option vested on December
28, 1995. On February 14, 1995,  Mr.  Lubinsky was granted an option to purchase
an additional  110,000 shares of the Company's Common Stock at an exercise price
of $0.90 per share.  The shares  underlying  this option  vested on February 14,
1996.  On July 21,  1995,  Mr.  Lubinsky  was  granted an option to  purchase an
additional  75,000 shares of the Company's  Common Stock at a purchase  price of
$0.50 per share.  These  shares vest 25,000 on each  anniversary  of the date of
grant commencing July 21, 1996.




                                       10

<PAGE>



Stock Options


         The following table sets forth certain information concerning the grant
of stock  options  made  during  the year ended  November  30,  1996,  under the
Company's 1994 Stock Option Plan.


                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (Individual Grants)

<TABLE>
<CAPTION>



                                Individual Grants
(a)                       (b)                     (c)                 (d)                      (e)
                                                  % of Total
                          # of Securities         Options/SAR's
                          underlying              Granted to
                          Options/SAR's           Employees in         Exercise or Base
Name                      Granted(1)              Fiscal Year          Price ($/SH)            Expiration Date
- ----                      -----------            ------------          -------------           ---------------
<S>                       <C>                    <C>                   <C>                     <C> 
Alan Lubinsky             175,000                71.4%                 $0.48                   5/8/01
Ivan Averbuch             50,000                 20.4%                 $0.48                   5/8/01
Peter Dixon               20,000                 8.2%                  $0.48                   5/8/01
</TABLE>

- ------------------------

(1)      Represents  incentive  stock options  granted under the Company's  1994
         Stock Option Plan (the "Option Plan"). Options granted under the Option
         Plan are  intended  to qualify as  incentive  stock  options  under the
         Internal  Revenue  Code of 1986,  as  amended.  Under  the terms of the
         Option  Plan,  options  may be  granted  to  officers,  key  employees,
         directors and  consultants of the Company until December 1999.  Options
         granted  to  directors,  who  are  not  officers  or  employees,  or to
         consultants,  do not qualify as  incentive  stock  options.  The option
         price  per  share  may not be less  than the fair  market  value of the
         Company's  shares on the date the option is granted.  However,  options
         granted to persons  owning more than 10% of the Company's  Common Stock
         may not have a term in excess of five  years and may not have an option
         price of less  than  110% of the fair  market  value  per  share of the
         Company's shares on the date the option is granted.  See "-- 1994 Stock
         Option Plan."



                                       11

<PAGE>



         The following table contains  information  with respect to employees of
the Company concerning options held as of November 30, 1996
<TABLE>
<CAPTION>

               AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES


(a)                 (b)                    (c)                       (d)                       (e)
                                                                                               Value of
                                                                     Number of                 Unexercised In-
                                                                     Unexercised               The-Money
                                                                     Options/SAR's at          Options/SAR's at
                                                                     FY-End (#)                FY-End($)
                     Shares Acquired       Value Realized($)         Exercisable/              Exercisable/
Name                 on Exercise (#)                                 Unexercisable             Unexercisable
- ----                 ---------------                                 -------------             -------------
<S>                  <C>                   <C>                       <C>                       <C> 
Alan Lubinsky        0                     0                         60,000/0                  0/0 (1)
Alan Lubinsky        0                     0                         110,000/0                 0/0 (2)
Alan Lubinsky        0                     0                         25,000/50,000             $3,125/0 (3)
Alan Lubinsky        0                     0                         0/175,000                 0/0 (4)
Ivan Averbuch        0                     0                         0/50,000                  0/0 (4)
Peter Dixon          0                     0                         0/20,000                  0/0 (4)
Alan Berkun          0                     0                         5,000/0                   0/0 (1)
Alan Berkun          0                     0                         5,000/0                   0/0 (2)
</TABLE>



     (1) As of February 21, 1997, the average of the prior day's closing bid and
ask  prices was  $0.63.  Since the  exercise  prices of the  Options  ($1.65) is
greater than the current average price, the Company believes the Options have no
value.

     (2) As of February 21, 1997, the average of the prior day's closing bid and
ask  prices was  $0.63.  Since the  exercise  prices of the  Options  ($0.90) is
greater than the current average price, the Company believes the Options have no
value.

     (3) As of February 21, 1997, the average of the prior day's closing bid and
ask prices was $0.63. As of February 21, 1997,  25,000 shares  underlying  these
options have vested. However, Mr. Lubinsky has not exercised this option.

     (4) None of these  options vest until May 8, 1997,  therefore,  the Company
believes the Options have no value.

     Employment Agreements

     Alan Lubinsky entered into an employment agreement with PAG in August 1995.
The  agreement  is for a term of three  years,  and pays Mr.  Lubinsky an annual
salary of $160,000 per annum with 10% yearly escalations,  subject to adjustment
by PAG's board of directors.  Pursuant to the terms of his employment agreement,
Mr.  Lubinsky  will devote all his  business  time to the affairs of PAG and the
Company.  Pursuant to the agreement,  Mr. Lubinsky  received stock options under
PAG's Senior  Management  Incentive Plan to purchase 100,000 shares at $5.50 per
share. These options vest at the rate of 33 1/3% per annum commencing

                                       12

<PAGE>



August 1996. The agreement  restricts Mr. Lubinsky from competing with PAG for a
period of one year after the termination of his employment.

         Ivan  Averbuch  entered  into  an  employment  agreement  with  PAG  in
September  1995,  for a term of 24 months,  commencing  December  1,  1995.  The
agreement is  automatically  extendable for an additional 24 months,  subject to
cancellation by either PAG or Mr.  Averbuch on 90 days written notice.  Pursuant
to the terms of the  agreement,  Mr.  Averbuch is to receive an annual salary of
$55,000 per annum,  with an annual increase of 10% per annum,  subject to review
by PAG's board of directors.

1994 Stock Option Plan

         During 1994,  the Company  adopted the Company's 1994 Stock Option Plan
(the  "Plan").  The Board  believes  that the Plan is  desirable  to attract and
retain  executives  and other key employees of  outstanding  ability.  Under the
Plan, options to purchase an aggregate of not more than 500,000 shares of Common
Stock may be granted from time to time to key  employees,  officers,  directors,
advisors and independent consultants to the Company and its subsidiaries.

         The Board of Directors is charged with  administration of the Plan, the
Board is  generally  empowered  to  interpret  the  Plan,  prescribe  rules  and
regulations  relating  thereto,  determine  the terms of the option  agreements,
amend them with the consent of the  optionee,  determine  the  employees to whom
options are to be granted,  and determine  the number of shares  subject to each
option  and the  exercise  price  thereof.  The per  share  exercise  price  for
incentive  stock options  ("ISOs") will not be less than 100% of the fair market
value of a share of the Common Stock on the date the option is granted  (110% of
fair market value on the date of grant of an ISO if the optionee  owns more than
10% of the Common Stock of the Company).

         Options will be  exercisable  for a term  determined by the Board which
will not be less than one year. Options may be exercised only while the original
grantee has a relationship with the Company or a subsidiary of the Company which
confers  eligibility  to be  granted  options  or up to ninety  (90) days  after
termination at the sole discretion of the Board. In the event of termination due
to retirement, the Optionee, with the consent of the Board, shall have the right
to exercise his option at any time during the thirty-six (36) month period after
such  retirement.  Options may be exercised up to  thirty-six  (36) months after
death or total and permanent  disability.  In the event of certain basic changes
in the Company,  including a change in control of the Company (as defined in the
Plan)  in the  discretion  of the  Board,  each  option  may  become  fully  and
immediately  exercisable.  ISOs are not  transferable  other than by will or the
laws of descent and  distribution.  Options may be exercised during the holder's
lifetime only by the holder, his or her guardian or legal representative.

         Options  granted  pursuant to the Plan may be designated as ISOs,  with
the attendant tax benefits  provided  under Section 421 and 422A of the Internal
Revenue Code of 1986.  Accordingly,  the Plan provides  that the aggregate  fair
market  value  (determined  at the time an ISO is granted)  of the Common  Stock
subject  to ISOs  exercisable  for the  first  time by an  employee  during  any
calendar  year  (under all plans of the Company  and its  subsidiaries)  may not
exceed $100,000.  The Board may modify, suspend or terminate the Plan; provided,
however, that certain material modifications affecting the Plan must be approved
by the shareholders,

                                       13

<PAGE>



and any change in the Plan that may adversely affect an optionee's  rights under
an  option  previously  granted  under  the Plan  requires  the  consent  of the
optionee.

         On December  28,  1994,  60,000 and 5,000  options were granted to Alan
Lubinsky and Alan Berkun, respectively,  to purchase shares of Common Stock at a
purchase price of $1.65 per share. These options are exercisable  commencing one
year from the date of grant until five years from the date of grant.

         On February  14, 1995,  110,000 and 5,000  options were granted to Alan
Lubinsky and Alan Berkun, respectively,  to purchase shares of Common Stock at a
purchase price of $0.90 per share. These options are exercisable  commencing one
year from the date of grant until five years from the date of grant.

         On July 21,  1995,  75,000  options  were  granted to Alan  Lubinsky to
purchase  shares of Common Stock at a purchase price of $0.50 per share.  25,000
of these options are  exercisable  each July 21  commencing  July 21, 1996 until
five years from the date of grant.

         On May 8, 1996, 175,000, 50,000 and 20,000 options were granted to Alan
Lubinsky,  Ivan Averbuch and Peter Dixon,  respectively,  to purchase  shares of
Common  Stock  at a  purchase  price of  $0.48  per  share.  These  options  are
exercisable  one year from the date of grant  until  five years from the date of
grant.



                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On January 13, 1994, the Company  entered into an Agreement and Plan of
Reorganization  with  PMS  and  the  shareholders  of PMS.  The  Company  issued
9,000,000  (pre 10 for 1 reverse  stock  split)  shares  of Common  Stock to the
stockholders of PMS for all the shares of PMS, thereby making PMS a wholly-owned
subsidiary of the Company.  On September 20, 1994, the Company  effected a 1 for
10 reverse  stock split of its issued and  outstanding  shares of Common  Stock,
thereby  reducing  the  issued  and  outstanding  shares  of Common  Stock  from
12,205,355 shares to 1,220,537 shares.

         On September 20, 1994 and October 18, 1994,  the Company  issued to New
World Finance,  Ltd., the Company's principal  shareholder,  281,250 and 114,285
shares of Common Stock,  respectively,  in exchange for the  cancellation by New
World  Finance,   Ltd.  of  debt  of  approximately   $1,125,000  and  $400,000,
respectively.

         In October 1994,  the Company sold an additional  114,285 shares of its
common  stock  (post  Reverse-  split) at a price of $1.75 per share to  foreign
investors  pursuant to  Regulation  S of the  Securities  Act of 1933.  Woodbury
Capital Assets, Inc. received a commission in connection with such transaction.

         In December 1994, the Company  granted 60,000 and 5,000 Options to Alan
Lubinsky  and Alan Berkun,  respectively,  to purchase  shares of the  Company's
Common Stock at $1.65 per share.


                                       14

<PAGE>



         In February 1995, the Company granted 110,000 and 5,000 Options to Alan
Lubinsky  and Alan Berkun,  respectively,  to purchase  shares of the  Company's
Common Stock at $0.90 per share.

         In March 1995, the Company formed Pride Automotive  Group, Inc. ("PAG")
in the State of Delaware and reorganized  its corporate  structure by exchanging
all of its shares of PMS for  1,500,000  shares of the  Company's  Common Stock,
making PMS a wholly owned subsidiary of PAG.

         In March 1995,  PAG issued 60,000 shares of its Common Stock to Lampert
& Lampert, counsel to PAG for fees and expenses of $60,000.

         In July 1995, PMS entered into a loan  agreement with PAG's  president,
whereby PMS borrowed  approximately  $232,500. The loan is payable on demand and
accrues  interest  at the rate of 2.5%  over the  Midland  Bank base  rate.  The
principal  balance  of such loan was  $123,668  as of  November  30,  1995.  The
principal amount of the loan,  including accrued interest thereon,  will be paid
from the proceeds of PAG's Offering. "Use of Proceeds."

         In December 1995, PAG consummated a private placement offering, whereby
PAG sold 20  units,  each unit  comprised  25,000  shares  of Common  Stock at a
purchase price of $6,000 per unit.

         In April 1996, PAG consummated an initial public offering,  whereby PAG
sold 950,000  shares of its common stock at a purchase  price of $5.00 per share
and 2,000,000  redeemable common stock purchase warrants at a price of $0.10 per
warrant.  The warrants are exercisable at a price of $5.75 per share, subject to
adjustment,  beginning April 24, 1997 and expiring April 23, 2001. In connection
therewith,  PAG also  granted to the  underwriter  of the  offering a warrant to
purchase  95,000  shares of PAG's common stock at a purchase  price of $5.00 and
200,000 redeemable common stock purchase warrants,  each warrant  exercisable to
purchase one share of common stock at a purchase price of $7.50 per share. Other
than with respect to the exercise  price,  the terms of the warrants  granted to
the  underwriter are identical to those described  above.  PAG's  securities are
currently traded on the Nasdaq SmallCap Stock Exchange and the Boston Exchange.

         In November  1996,  PAG,  through its  subsidiary AC Car Group Limited,
purchased all the assets of AC Cars Limited and Autokraft Limited.

     For a description of the Company's  employment  agreements,  see "Executive
Compensation - Employment Agreements."



                                       15

<PAGE>



                     II. PROPOSAL TO AMEND THE CORPORATION'S
                             1994 STOCK OPTION PLAN
                        TO INCREASE THE NUMBER OF SHARES
                    OF COMMON STOCK ISSUABLE UNDER SUCH PLAN
                        FROM 500,000 SHARES TO 1,000,000

         The Board of Directors has unanimously approved, subject to shareholder
approval,  an amendment to the Corporation's 1994 Stock Option Plan (the "Plan")
to increase the number of shares issuable under such Plan from 500,000 shares to
1,000,000 shares.  The Plan, as originally  adopted by shareholders is described
under "Executive Compensation and Related Matters -- 1994 Stock Option Plan".

         The  Amendment to the Plan is necessary by reason of the fact that,  of
the original 500,000 shares  authorized under the Plan, all 500,000 shares under
said plan have been  issued,  whereby  there are no shares  available  under the
Plan.  The  absence of shares  authorized  under the Plan for  distribution  has
rendered the Board of  Directors  helpless to provide for  additional  awards to
attract and retain key executive  management  personnel and to provide incentive
to management  personnel to maximize the value of the Corporation for all of its
shareholders.  The Plan was  designed  to  augment  the  Corporation's  existing
compensation  programs  and is  intended to enable the  Corporation  to have its
executives,  key employees and consultants participate in the growth and success
of the Corporation through awards under the Plan.

         The affirmative  vote of the holders of a majority of the shares of the
Corporation's Common Stock issued and outstanding on the record date is required
for the approval of this proposal. The directors and officers of the Corporation
and other principal  stockholders owning of record,  beneficially,  directly and
indirectly,  an aggregate of approximately  shares of the  Corporation's  Common
Stock  constituting  approximately  % of such shares  outstanding  on the record
date, have agreed to vote in favor of approval of this proposal.

         THE BOARD OF DIRECTORS DEEMS THIS PROPOSAL TO BE IN THE BEST INTEREST
OF THE CORPORATION AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR"
APPROVAL THEREOF.



                                       16

<PAGE>



                              FINANCIAL INFORMATION

         ENCLOSED HEREIN ARE THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR
THE YEAR ENDED NOVEMBER 30, 1996 AND THE UNAUDITED FINANCIAL  STATEMENTS FOR THE
THREE MONTHS ENDED FEBRUARY 28, 1997. A COPY OF THE CORPORATION'S  ANNUAL REPORT
ON FORM 10-KSB FOR THE FISCAL  YEAR ENDED  NOVEMBER  30, 1996 AND THE  QUARTERLY
REPORT ON FORM 10-QSB FOR THE QUARTER  ENDED  FEBRUARY 28, 1997,  FILED WITH THE
SECURITIES AND EXCHANGE  COMMISSION WILL BE FURNISHED  WITHOUT THE  ACCOMPANYING
EXHIBITS TO STOCKHOLDERS  WITHOUT CHARGE UPON WRITTEN  REQUEST  THEREFOR SENT TO
PRIDE, INC., WATFORD METRO CENTRE,  TOLPITS LANE, WATFORD HERTORDSHIRE,  ENGLAND
WD1 8SB. EACH SUCH REQUEST MUST SET FORTH A GOOD FAITH REPRESENTATION THAT AS OF
APRIL 18, 1997 THE PERSON MAKING THE REQUEST WAS THE BENEFICIAL  OWNER OF COMMON
SHARES  OF  THE   CORPORATION   ENTITLED  TO  VOTE  AT  THE  ANNUAL  MEETING  OF
STOCKHOLDERS.

                               IV. OTHER BUSINESS

          As of the date of this proxy  statement,  the only business  which the
Board of Directors  intends to present,  and knows that others will present,  at
the  Annual  Meeting is that  herein  above set  forth.  If any other  matter or
matters are properly  brought  before the Annual  Meeting,  or any  adjournments
thereof,  it is the intention of the persons named in the  accompanying  form of
proxy to vote the proxy on such matters in accordance with their judgment.


Stockholder Proposals

          Proposals   of   stockholders   intended  to  be   presented   at  the
Corporation's  1997  Annual  Meeting of  Stockholders  must be  received  by the
Corporation  on or prior to January 2, 1998 to be eligible for  inclusion in the
Corporation's  proxy  statement and form of proxy to be used in connection  with
the 1997 Annual Meeting of Stockholders.

                                             By Order of the Board of Directors,


                                                                   Alan Lubinsky
                                                                       Secretary

May 1, 1997

          WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,  PLEASE  COMPLETE AND
RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED  ENVELOPE.  NO POSTAGE IS REQUIRED IF
IT IS MAILED IN THE UNITED STATES OF AMERICA.

                                       17

<PAGE>



                                   PRIDE, INC.

                  Annual Meeting of Stockholders - May 30, 1997

                    PROXY SOLICITED BY THE BOARD OF DIRECTORS


                  The  undersigned   hereby  appoints  Alan  Lubinsky  and  Ivan
Averbuch and each of them, proxies,  with full power of substitution to each, to
vote all shares of Common Stock of Pride,  Inc. owned by the  undersigned at the
Annual Meeting of Stockholders of Pride,  Inc. to be held on May 30, 1997 and at
any  adjournments  thereof,  hereby  revoking any proxy  heretofore  given.  The
undersigned instructs such proxies to vote:

     I. ELECTION OF DIRECTORS

FOR all nominees listed                              WITHHOLD AUTHORITY
below (except as marked                              to vote for all nominees
to the contrary below)                               listed below   |_|

     (Instruction:  To withhold authority for any individual  nominee,  strike a
line through the nominee's name in the list below)

Alan Lubinsky            Ivan Averbuch       Allan Edgar

     II. To authorize an amendment to the  Corporation's  1994 Stock Option Plan
to increase the number of shares of Common Stock  authorized  and  available for
issuance thereunder to 1,000,000 shares.

|_| FOR                                 |_| AGAINST


    and to vote upon any other  business as may properly come before the meeting
or any adjournment thereof, all as described in the Proxy Statement dated May 1,
1997, receipt of which is hereby acknowledged.


                                (Continued and to be signed on the reverse side)

                                       18

<PAGE>


                  Either of the  proxies or their  respective  substitutes,  who
shall be present and acting shall have and may  exercise  all the powers  hereby
granted.

                  THE  SHARES  REPRESENTED  BY THIS  PROXY WILL BE VOTED FOR THE
ELECTION OF FIVE DIRECTORS UNLESS CONTRARY INSTRUCTIONS ARE GIVEN.

                  Said  proxies  will use their  discretion  with respect to any
other matters which properly come before the meeting.

                  THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PLEASE SIGN AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE.



Dated:___________________________, 1997


- ---------------------------------------


- ---------------------------------------

                                                                          
     (Please date and sign exactly as name appears at left. For joint  accounts,
each joint owner should sign, Executors, administrators,  trustees, etc., should
also so indicate when signing.)


                                       19

<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


                                                                                                            Page Nos

<S>                                                                                                             <C>
Independent Auditors' Report                                                                                F - 2

Financial Statements:

    Consolidated Balance Sheets as of November 30, 1996 and 1995                                            F - 3

    Consolidated Statements of Operations for the Years Ended November 30, 1996 and 1995                    F - 4

    Consolidated Statement of Changes in Shareholders' Equity for the Two Years in the Period
    Ended November 30, 1996                                                                                 F - 5

    Consolidated Statements of Cash Flows for the Years Ended November 30, 1996 and 1995                    F - 6


Notes to Consolidated Financial Statements                                                                  F - 7
</TABLE>

                                      F - 1



<PAGE>



                          INDEPENDENT AUDITORS' REPORT


We have audited the  accompanying  consolidated  balance sheets of Pride Inc and
subsidiaries  as of  November  30,  1996 and 1995 and the  related  consolidated
statements of  operations,  changes in  shareholders'  equity and cash flows for
each of the two years in the period ended November 30, 1996. These  consolidated
financial statements are the responsibility of the Corporation's management. Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United Kingdom which are  substantially the same as those followed in the
United States.  Those  standards  require that we plan and perform the audits to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatements.  An audit includes examining on a test basis,  evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the above mentioned  consolidated  financial statements present
fairly, in all material  respects,  the consolidated  financial  position of the
Corporation as of November 30, 1996 and 1995 and the results of their operations
for the two years in the period  ended  November  30,  1996 in  conformity  with
accounting principles generally accepted in the United States of America.

Our audits also include the  translation  of British  pounds into United  States
dollars for amounts included in the consolidated  financial  statements.  In our
opinion,  such  translation has been made in conformity with the basis stated in
Note 2(h) of the notes to the consolidated financial statements.



MARBLE ARCH HOUSE
66-68 SEYMOUR STREET
LONDON W1H 5AF                                         CIVVALS
UNITED KINGDOM                FEBRUARY 14, 1997        CHARTERED ACCOUNTANTS




                                      F - 2



<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                              - ASSETS (Note 6a) -
<TABLE>
<CAPTION>

                                                                                                  November 30,
                                                                                                  1996            1995
                                                                                                  --------------- ----------

ASSETS:
<S>                                                                                               <C>             <C>          
    Cash and cash equivalents                                                                     $    255,283    $      73,946
    Accounts receivable (Notes 2c and 3)                                                             1,936,166        1,255,690
    Inventories (Note 2d)                                                                            1,127,452           31,137
    Property, revenue producing vehicles and equipment - net (Notes 2e, 4, 6 and 7)                 18,681,638        9,924,318
    Intangible assets - net (Note 2f)                                                               11,534,509       10,141,130
                                                                                                  ------------      -----------
TOTAL ASSETS                                                                                       $33,535,048      $21,426,221
                                                                                                  ============     ============

                                             - LIABILITIES AND SHAREHOLDERS' EQUITY -

LIABILITIES:
    Bank line of credit (Note 6a)                                                                  $ 2,964,465      $ 1,093,680
    Accounts payable                                                                                   654,920        1,328,455
    Accrued liabilities and expenses (Note 5)                                                          490,915          358,892
    Bank debt (Note 6b)                                                                              1,002,571        1,070,492
    Obligations under hire purchase contracts (Note 7)                                              11,034,951        5,578,565
    Loans payable - directors (Note 9)                                                                 -                149,938
    Other liabilities (Note 8)                                                                          33,560          532,804
    Acquisition debt payable (Note 10)                                                               5,098,470            -
                                                                                                  -------------------------
TOTAL LIABILITIES                                                                                   21,279,852       10,112,826
                                                                                                 -------------     ------------

MINORITY INTERESTS IN SUBSIDIARIES                                                                   5,369,073             -
                                                                                                ----------------------------

COMMITMENTS AND CONTINGENCIES (Notes 15, 18 and 19)

SHAREHOLDERS' EQUITY (Notes 11, 13 and 14):
    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 and
         1,905,357 shares issued and outstanding in 1996 and 1995, respectively                          3,991            3,811
    Additional paid-in capital                                                                       8,824,392       12,126,311
    Retained earnings (deficit)                                                                     (1,585,855)      (1,226,363)
    Foreign currency translation (Note 2h)                                                            (356,405)         409,636
                                                                                                 -------------    -------------

TOTAL SHAREHOLDERS' EQUITY                                                                           6,886,123       11,313,395
                                                                                                 -------------     ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                         $33,535,048      $21,426,221
</TABLE>

                       See notes to consolidated financial
                                  statements.

                                      F - 3

<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                                                                 November 30,
                                                                                                 1996              1995
                                                                                                 ----------------  ----------

REVENUES (Notes 2i and 15):
<S>                                                                                              <C>               <C>         
    Contract hire income                                                                         $   6,286,677     $  4,723,539
    Sale of vehicles                                                                                 5,839,080        4,629,860
    Fleet management and other income                                                                  856,341          369,657
    Gain on sale of investment                                                                         -                 54,780
                                                                                           -------------------   --------------

TOTAL REVENUES                                                                                      12,982,098        9,777,836
                                                                                                   -----------     ------------

COSTS AND EXPENSES:
    Cost of sales                                                                                   10,272,334        7,596,580
    General and administrative expenses                                                              1,834,815        1,940,539
    Amortization of goodwill                                                                           634,813          630,718
    Interest and other                                                                                 884,223          629,623
                                                                                                 -------------    -------------

                                                                                                    13,626,185       10,797,460

LOSS BEFORE MINORITY INTERESTS AND
    PROVISION FOR INCOME TAXES                                                                        (644,087)      (1,019,624)

    Minority interests (Note 12)                                                                       284,595            -
                                                                                                 --------------------------

LOSS BEFORE PROVISION FOR INCOME TAXES                                                                (359,492)      (1,019,624)

    Provision for income taxes (Notes 2g and 16)                                                         -                -
                                                                                           --------------------------------

NET LOSS                                                                                          $   (359,492)     $(1,019,624)
                                                                                                  ============      ===========

LOSS PER COMMON AND DILUTIVE COMMON
    EQUIVALENT SHARE (Note 2j):
         Net loss before minority interest                                                           $(.32)           $(.54)
         Minority interests in net loss of subsidiary                                                  .14             -
                                                                                                   -------           ---
NET LOSS PER SHARE                                                                                   $(.18)           $(.54)
                                                                                                     =====            =====

WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON
    EQUIVALENT SHARES OUTSTANDING (Note 2j)                                                       1,995,357         1,892,440
</TABLE>

                 See notes to consolidated financial statements.

                                      F - 4



<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                             Shares                         Additional    Retained      Foreign        Total
                                             (As Restated     Common        Paid-in       Earnings      Currency       Shareholders'
                                              - See Note 13)  Stock         Capital       (Deficit)     Translation    Equity


<S>                                          <C>              <C>           <C>           <C>           <C>             <C>       
Balance at December 1, 1994                  1,750,357        $3,501        $11,971,621   $(206,739)    $97,190         $11,865,573

Shares issued in exchange for debt 
(Notes 11 and 13)                            155,000          310           154,690       -             -               155,000

Foreign currency translation adjustment      -                -             -             -             312,446         312,446

Net loss for the year ended 
November 30, 1995                            -                -             -             (1,019,624)    -              (1,019,624)


Balance at November 30, 1995                 1,905,357        3,811         12,126,311    (1,226,363)    409,636        11,313,395

Compensatory stock (Note 13)                 90,000           180           5,820         -              -              6,000

Minority interest in shareholders equity at time of issue
of shares in subsidiary (Note 12)            -                -             (3,307,739)   -              -              (3,307,739)

Foreign currency translation adjustment      -                -             -             -              (766,041)      (766,041)

Net loss for the year ended 
November 30, 1996                            -                -             -             (359,492)      -              (359,492)


BALANCE AT NOVEMBER 30, 1996                 1,995,357        $3,991        $ 8,824,392   $(1,585,855)   $(356,405)     $ 6,886,123
</TABLE>

                 See notes to consolidated financial statements.




                                      F - 5


<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                                 November 30,
                                                                                                 1996               1995
                                                                                                 ---------------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                              <C>                <C>         
    Net (loss)                                                                                   $    (359,492)     $(1,019,624)
    Adjustments to reconcile net  (loss) to net cash (utilized)provided by
         operating activities:
             Depreciation and amortization                                                           2,354,942        2,361,515
             Minority interests in net loss of subsidiary                                             (284,595)         -
             Amortization of goodwill                                                                  594,735          630,718
             (Gain) loss on disposal of fixed assets                                                  (119,030)         223,446
             Provision for maintenance costs                                                           (18,524)        (176,302)
             Foreign currency translation                                                             (766,041)         312,446
    Changes in assets and liabilities:
         (Increase) in accounts receivable                                                            (556,622)        (369,352)
         (Increase) decrease in inventories                                                           (198,591)         111,382
         (Decrease) increase in accounts payable, accrued expenses and bank overdraft                 (956,502)         688,651
                                                                                                 -------------    -------------
         Net cash (utilized) provided by operating activities                                         (309,720)       2,762,880
                                                                                                 -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of fixed assets                                                                        (9,858,724)      (3,433,132)
    Acquisition of  assets in new subsidiary                                                          (969,279)         -
    Proceeds from sales of fixed assets                                                              2,068,601          906,727
                                                                                                 -------------   --------------
    Net cash (utilized) by investing activities                                                     (8,759,402)      (2,526,405)
                                                                                                --------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Bank lines of credit                                                                             1,870,785         -
    Minority shareholders investment in subsidiary                                                   2,285,929         -
    Repayment of loans receivable                                                                      -                123,148
    Loans received from officers                                                                       -                149,938
    Loans repaid to affiliates                                                                         -               (132,147)
    Loans repaid to officers                                                                          (294,719)         -
    Principal payments of long term debt                                                               (67,921)         (92,375)
    Proceeds from hire purchase contract funding                                                    11,530,175        3,262,390
    Principal repayments of hire purchase contract funding                                          (6,073,790)      (3,495,819)
                                                                                                 -------------     ------------
    Net cash provided (utilized) by financing activities                                             9,250,459         (184,865)
                                                                                                 -------------    -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                              181,337           51,610

    Cash and cash equivalents, beginning of year                                                        73,946           22,336
                                                                                               ---------------    -------------

CASH AND CASH EQUIVALENTS, END OF YEAR                                                          $      255,283     $     73,946
                                                                                                ==============     ============
</TABLE>

SUPPLEMENTAL INFORMATION:
    (i)  In November 1996, the Company acquired certain of the assets of AC Cars
         Limited   aggregating   $6,067,749   and  incurred   debt   obligations
         aggregating $5,098,470.

    (ii) The loss on the  disposal  of fixed  assets  resulted  from the sale of
         certain  non-revenue  producing  assets  whereby the proceeds were less
         than the carrying value.

                 See notes to consolidated financial statements.

                                      F - 6

<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           NOVEMBER 30, 1996 AND 1995


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
               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 - see Note
               13) shares of its common stock to the  stockholders of PMS in the
               acquisition. The 9,000,000 (pre-reverse split) shares represented
               89% of the 10,155,350  (pre-reverse split) shares of common stock
               outstanding immediately after the acquisition.  The consideration
               given  by the  Company,  in the  form of  9,000,000  (pre-reverse
               split) shares of its 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  Plc (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 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 is being financed with the proceeds
               of a private  debt  offering  which  was  completed,  by PAG,  in
               December  1996 (see Note 19) and by loans.  The  acquisition  has
               been recorded using the purchase method of accounting.

 .



                                                          F - 7

<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           NOVEMBER 30, 1996 AND 1995


NOTE 1 - DESCRIPTION OF COMPANY (Continued):

               The following  unaudited  pro-forma  results of operations assume
               the acquisition occurred as of March 1, 1996 (amounts in millions
               except per share data):

Revenues                 $14.3
Net loss                 (2.1)
Loss per common share    $(1.05)

     The pro-forma  financial  information,  which is only  available  beginning
March 1, 1996, is not necessarily indicative of the operating results that would
have occurred had the acquisition  been consummated as of March 1, 1996, nor are
they necessarily indicative of future operating results. This is because AC Cars
Limited and Autokraft Limited were in administrative  receivership in the United
Kingdom and this severely restricted the ability of the companies to manufacture
and market their products. The Company has made the United States Securities and
Exchange  Commission  aware  of  the  fact  that  financial  information  is not
available for prior periods.

     All references to the Company  include its'  subsidiary,  Pride  Automotive
Group, Inc. and its subsidiaries.


NOTE   2  -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

               PMS, the operating  group of  companies,  which is located in the
               United Kingdom,  follows generally accepted accounting principles
               in  the  United  Kingdom.  For  purposes  of  these  consolidated
               financial statements,  the Company has converted to the generally
               accepted accounting principles of the United States.

       (a)     Basis of Consolidation and Presentation:

               The consolidated financial statements include the accounts of the
               Company  (Pride  Inc),   its'  wholly  owned   subsidiary   Pride
               Automotive  Group, Inc. and its' wholly owned  subsidiaries,  and
               its' majority owned subsidiary,  AC Automotive Group Inc and its'
               wholly owned subsidiary.  All material  intercompany balances and
               transactions have been eliminated.

               Due to the current  nature of the  Company's  business,  contract
               leasing of motor vehicles  (revenue  producing  assets) which are
               treated  as  non-current  fixed  assets,  the  balance  sheet  is
               reflected on an unclassified basis.  Accordingly,  current assets
               and current liabilities are not reflected  separately on the face
               of the balance sheet.

       (b)     Use of Estimates:

               In preparing  financial  statements in accordance  with generally
               accepted   accounting   principles,   management   makes  certain
               estimates  and  assumptions,  where  applicable,  that affect the
               reported  amounts of assets and  liabilities  and  disclosures of
               contingent  assets and  liabilities  at the date of the financial
               statements,  as well as the  reported  amounts  of  revenues  and
               expenses during the reporting period.  While actual results could
               differ  from those  estimates,  management  does not expect  such
               variances,  if any,  to have a material  effect on the  financial
               statements.

                                                          F - 8

<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           NOVEMBER 30, 1996 AND 1995


NOTE 2   -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

       (c)     Concentration of Credit Risk/Fair Value:

               Financial  instruments  that  potentially  subject the Company to
               concentrations  of  credit  risk in  accordance  with SFAS No 105
               consist principally of accounts receivable.  The Company believes
               however,  that risks  associated  with  accounts  receivable  are
               limited  due to its  large  customer  base and the  fact  that it
               leases vehicles to companies in many industries.

               The  carrying  amounts  of  cash  and  cash  equivalents,   trade
               receivables, other assets, accounts payable and debt obligations,
               approximate fair value.

       (d)     Inventories:

               Inventories  include vehicles which are no longer being leased to
               customers and which are temporarily being held for resale at cost
               less accumulated depreciation,  which approximates net realizable
               value.
                The  inventories  of AC Automotive  Group Inc and its subsidiary
               consist of finished  goods,  work in progress  and spare parts of
               specialty  automobiles  and  are  stated  at the  lower  of  cost
               (first-in,  first-out method) or market.  Market is considered as
               net realizable value.

               As of November  30, 1996 and 1995,  inventories  consisted of the
following:
<TABLE>
<CAPTION>


                                                                                 1996                  1995
                                                                                 -------------         ------

<S>                                                                              <C>                   <C>    
                               Vehicles held for resale                          $   124,932           $31,137
                               Finished goods                                        180,307           -
                               Work-in-progress                                      684,305           -
                               Spare parts                                           137,908           -

                                                                                  $1,127,452           $31,137
                                                                                  ==========           =======
</TABLE>

       (e)     Fixed Assets and Depreciation:

               Fixed assets are stated at cost less  depreciation.  Depreciation
               is  provided on all assets at rates  calculated  to write off the
               cost of each asset over its estimated useful life, as follows:

                      Building and  improvements  50 years  straight-line  basis
                      Revenue producing vehicles 3-6 years  straight-line  basis
                      Furniture  and  fixtures 4 years  double  declining  basis
                      Machinery  and  equipment 4 years double  declining  basis
                      Aircraft 4 years double declining basis

               Maintenance  and  repairs  are  charged to  operations  and major
               improvements  are  capitalized.  Upon  retirement,  sale of other
               disposal, the associated cost and accumulated depreciation of the
               asset are eliminated  from the accounts and any resulting gain or
               loss is included in operations.



                                                          F - 9

<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           NOVEMBER 30, 1996 AND 1995


NOTE 2   -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

       (f)     Intangible Assets:

               Intangible  assets  consist  primarily of goodwill which arose in
               connection with the  acquisition of certain  subsidiaries of PMS.
               Goodwill  is being  amortized  over a period of 10-20  years on a
               straight-line basis.  Accumulated amortization as of November 30,
               1996 and 1995 aggregated $2,990,626 and $2,355,813, respectively.

               In November  1996,  the PAG acquired  certain of the assets of AC
               Cars  Limited and  Autokraft  Limited  (see Note 1). The purchase
               price  exceeded the tangible net assets  acquired by  $2,006,995.
               This amount was assigned to the brand name and various  contracts
               with suppliers and customers and is to be amortized over 20 years
               on a straight-line basis.

               The Company  periodically  reviews the valuation and amortization
               of  goodwill  and  other   intangibles   to  determine   possible
               impairment  by  evaluating  events and  circumstances  that might
               indicate  an  inability  to recover  the  carrying  amount.  Such
               evaluation  is  based  on  analysis,   including   profitability,
               projections  and  cash  flows  that  incorporate  the  impact  on
               existing Company business.

       (g)     Income Taxes:

               The  Company  conducts  all of its  operating  activities  in the
               United Kingdom (UK). As such, it is subject to taxation in the UK
               based upon that country's tax statutes.  Under UK taxation rules,
               provision is made for  taxation  deferred as a result of material
               timing   differences   between  the   incidence   of  income  and
               expenditures  for taxation  and  accounting  purposes,  using the
               liability  method,  only to the extent  that there is  reasonable
               probability  that a liability  or asset will  crystallize  in the
               near future.  See also Note 16 regarding SFAS No 109 - Accounting
               for Income Taxes.

       (h)     Foreign Currency Translation:

               The  Company's  principal  operations  are conducted by PMS which
               reflects its financial statements in British pounds. As a result,
               most  assets  and  liabilities  of  the  foreign  operations  are
               translated into US dollars using current exchange rates in effect
               at the balance sheet date. Fixed assets and intangible assets are
               translated  at  historical  exchange  rates.  Revenue and expense
               accounts are translated using an average exchange rate during the
               period   except  for  those   expenses   related  to  assets  and
               liabilities  which are translated at historical  exchange  rates.
               These include  depreciation and amortization which are translated
               at the rates  existing  at the time the asset was  acquired.  Any
               resulting gains or losses due to the  translations  are reflected
               as a separate item of shareholders' equity.



                                                          F - 10

<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           NOVEMBER 30, 1996 AND 1995


NOTE   2  -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

       (i)     Income Recognition:

               Contract  hire  income  of  leased   vehicles  is  recognized  as
               operating  leases over the period of the  contract in  accordance
               with  SFAS  No  13  -  Accounting  for  Leases  and  the  related
               amendments   and   interpretations.   Income  from  the  sale  of
               previously  leased vehicles,  is reflected at the time of sale of
               the vehicle.  Fleet management revenues and miscellaneous  income
               are  reflected  on the  accrual  basis  over  the  term  that the
               services are provided.

       (j)     Earnings Per Share:

               Earnings per share are computed  based upon the weighted  average
               shares  and  common  equivalent  shares  outstanding.  The shares
               issued in connection  with the  reorganization  (see Note 1), the
               shares issued in lieu of compensation  for legal services and the
               shares  sold  during the year ended  November  30, 1996 (see Note
               13), have been treated as outstanding for all periods  presented,
               in accordance  with the guidelines of the Securities and Exchange
               Commission.  Common stock equivalents have been excluded from the
               computation since the results would be anti-dilutive.

       (k)     Cash and Cash Equivalents:

               For  purposes  of the  statements  of  cash  flows,  the  Company
               considers all highly liquid investments with an original maturity
               of three months or less to be cash equivalents.

       (l)     Lease Agreements:

               The Company leases vehicles with terms generally ranging from two
               to four years. The following table shows the future minimum lease
               payments of existing leases,  to be received net of related costs
               (see also Note 7):
<TABLE>
<CAPTION>

<S>                                                                             <C>                 
                               November 30, 1997                                 $ 5,103,977
                               November 30, 1998                                   4,390,779
                               November 30, 1999                                   2,634,819
                               November 30, 2000                                   1,007,729

                      Total minimum lease payments receivable
                      net of executory costs                                     $13,137,304
</TABLE>


       (m)     Accounting Changes:

               As   permitted   by  SFAS   123,   Accounting   for   Stock-Based
               Compensation,  which  becomes  effective  for the  Company  as of
               December  1,  1996,  and  which  encourages  companies  to record
               expense  for  stock  options  and  other   stock-based   employee
               compensation  awards  based on their fair value at date of grant,
               the Company will continue to apply its current  accounting policy
               under Accounting Principles Board Opinion No. 25 and will include
               the   necessary   disclosures   in  its  fiscal  1997   financial
               statements.

                                                          F - 11

<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           NOVEMBER 30, 1996 AND 1995


NOTE   3  -    ACCOUNTS RECEIVABLE:

               Accounts receivable consists of the following:
<TABLE>
<CAPTION>

                                                                                  1996              1995
                                                                                  --------------    ---------

<S>                                                                               <C>               <C>       
                               Trade receivables                                  $1,288,074        $  955,437
                               Lease maintenance receivable                          330,902            69,182
                               Value added Tax                                       102,114            97,707
                               Other                                                 215,076           133,364
                                                                                 -----------      ------------
                                                                                  $1,936,166        $1,255,690
</TABLE>

               Included in the above trade  receivables is $59,002 due on a long
term basis as of November 30,1996.

               Based  upon past  experience,  the  Company  has  deemed  that no
               allowance for uncollectible accounts is necessary.


NOTE   4  -    FIXED ASSETS AND DEPRECIATION:

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

                                                                             1996                 1995
                                                                             -----------------    ---------

<S>                                                                          <C>                  <C>         
                      Buildings and improvements                             $   1,719,415        $  1,719,415
                      Revenue producing vehicles                                17,282,095          11,989,192
                      Furniture, fixtures, plant and equipment                   2,247,430             519,753
                      Aircraft                                                   1,331,493             -
                                                                             ---------------------------
                                                                                22,580,433          14,228,360
                      Less:  accumulated depreciation (including
                             $3,388,495 and $3,853,753 of
                             accumulated depreciation on revenue
                             producing vehicles) for 1996 and 1995,
                             respectively                                        3,898,795           4,304,042
                                                                             -------------       -------------
                                                                               $18,681,638        $  9,924,318
                                                                               ===========        ============
</TABLE>

               Depreciation  expense for the years ended  November  30, 1996 and
               1995 aggregated $2,295,164 and $2,415,117 respectively.

               One of the buildings  owned by Pride  Management is not currently
               being  utilized by the Company.  This building is being leased to
               an unrelated party at an annual rent of approximately $80,000 per
               annum.


                                                          F - 12

<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           NOVEMBER 30, 1996 AND 1995


NOTE   5  -    ACCRUED LIABILITIES AND EXPENSES:

               Accrued liabilities and expenses consist of the following:
<TABLE>
<CAPTION>

                                                                                      1996            1995
                                                                                      -----------     --------

<S>                                                                                   <C>             <C>     
                               Taxes other than income taxes                          $418,082        $333,586
                               Miscellaneous accrued expenses                           72,833          25,306
                                                                                    ----------      ----------
                                                                                      $490,915        $358,892
</TABLE>

NOTE   6  -    BANK LOANS/LINE OF CREDIT:

       (a)     The  Company  has a  $2,684,800  line of credit with a bank at an
               interest rate of 3% in excess of the base rate (6% as of November
               30,  1996).  This  line of  credit is  payable  on demand  and is
               secured by all assets of the Company other than revenue producing
               vehicles and  buildings  which are already  pledged (see Notes 6b
               and 7). As of November 30, 1996, the bank had granted a temporary
               increase in the line to $2,965,000 at similar terms.

       (b)     At November 30, 1996,  bank loans  consisted of $1,002,571 due to
               two banks at rates of 3% and 5% in excess of the banks' base rate
               (6% as of  November  30,  1996).  These  loans are secured by the
               freehold properties (buildings) owned by Pride Management and its
               subsidiaries, and mature in 2001 and 2017.

               The  scheduled  principal  payments  of this  bank debt as of the
               fiscal year ended November 30, 1996 are as follows:

               For the Year Ended November 30,

                               1997                             $    98,890
                               1998                                  98,890
                               1999                                  98,890
                               2000                                  98,890
                               2001                                  98,890
                               Thereafter                           508,121
                                                               ------------
                                                                 $1,002,571


NOTE   7  -    HIRE PURCHASE CONTRACTS/EQUIPMENT FINANCING:

               The Company has funding lines with several financing institutions
               in the United  Kingdom in the aggregate  amount of  approximately
               $18,200,000  as of November 30,  1996.  These  funding  lines are
               utilized to acquire revenue  producing  vehicles,  which vehicles
               collateralize the outstanding obligations.

                                                          F - 13

<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           NOVEMBER 30, 1996 AND 1995


NOTE   7  -    HIRE PURCHASE CONTRACTS/EQUIPMENT FINANCING (Continued):

               Assets (revenue producing  vehicles) obtained under hire purchase
               contracts are  capitalized as fixed assets and  depreciated  over
               their useful lives. The obligations under such agreements,  which
               mature at various  dates  within five years from  inception,  are
               reflected separately on the balance sheet net of finance charges,
               which are charged to the periods to which they apply. At November
               30,  1996  obligations  under  hire  purchase  contracts  are  as
               follows:

               For the Year Ended November 30,

                               1997                           $   4,951,662
                               1998                               3,977,882
                               1999                               1,878,445
                               2000                                 226,962
                                                             --------------
                                                                $11,034,951

               The annual interest rates on these  obligations  range from 7.25%
to 15.6%.


NOTE   8  -    OTHER LIABILITIES:

               At November  30,  1996 and 1995 other  liabilities  consisted  of
               $33,560 and  $532,804,  respectively  due to other  creditors  at
               interest  rates   approximating  the  current  market  rates  and
               repayable on a demand basis.


NOTE   9  -    RELATED PARTY TRANSACTIONS:

               At November 30, 1995 the Company was indebted to its President in
               the  aggregate  amount of  $149,938  These  unsecured  loans were
               repayable  on demand at an  interest  rate of 2 1/2% in excess of
               the  base  lending  rate  (6.75%  at  November  30,  1995) of the
               Company's  bank.  The  loan was  repaid  during  the  year  ended
               November 30, 1996.


NOTE  10  -           ACQUISITION DEBT PAYABLE:
<TABLE>
<CAPTION>

               As of November 30, 1996 acquisition debt payable (see Note 1) consisted of the following:

                      <S>                                                                           <C>
                      Unsecured notes payable on demand after October 31, 1999;
                      interest payable quarterly at 8% per annum                                    $1,678,000

                      Notes payable in 18 monthly installments of $46,611 plus
                      interest at 2% above the base rate                                            839,000

                      Other short-term notes payable (see Note 19)                                  2,581,470
                                                                                                                   -----------
                                                                                                    $5,098,470
</TABLE>

                                     F - 14

<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           NOVEMBER 30, 1996 AND 1995


NOTE  11 -     CONVERTIBLE DEBT:

               The  Company  had  reflected  convertible  debt of $208,602 as of
               November 30, 1994.  These loans,  which were incurred at the time
               PMS acquired one of its subsidiaries, were to bear interest at 6%
               and were repayable five years from date of issue. The lenders had
               the option of converting  such loans into shares of the Company's
               common stock at the end of such period.  During the current year,
               the Company re-evaluated the aforementioned acquisition and found
               that the residual value of the net assets  acquired was less than
               anticipated at the maturity date of the contract hire agreements.
               Accordingly,  the Company and the holder of a portion of the debt
               reached  an  agreement  whereby  $53,602  of this  debt  would be
               canceled,  resulting in an  offsetting  reduction in the residual
               values  of  the  vehicles   acquired   and  their   corresponding
               accumulated  depreciation.  The effect of this change in estimate
               was to  reduce  depreciation  expense  in the  current  period by
               $53,602.  In January 1995,  the balance of $155,000 was converted
               into 155,000 shares of common stock.


NOTE 12  -     MINORITY INTERESTS:

               In April  1996,  PAG  successfully  completed  an initial  public
               offering of its common stock,  as a result of which the Company's
               investment in PAG was reduced to 56.55%. The Company has recorded
               a charge to additional  paid-in capital of $3,307,739 in order to
               properly  reflect the minority  interest  liability at $5,369,073
               which represents 43.45% of the net assets of PAG.

               PAG owns 70% of a newly formed  subsidiary AC  Automotive  Group,
               Inc., ("AC Group"). As of November 30, 1996 the minority interest
               liabilities  in AC Group  were  written  down to zero  since  the
               losses  applicable to the minority  shareholders  exceeded  their
               interest in AC Group.


NOTE  13  -           COMMON STOCK/RECAPITALIZATION:

               On September 20, 1994, the Company's board of directors  approved
               a one-for-ten  reverse  stock split of the  Company's  issued and
               outstanding  common stock to be effective on September  28, 1994.
               All  references  to the  number of common  shares  and per common
               share  amounts have been  restated to  retroactivity  reflect the
               reverse split.

               During  the year  ended  November  30,  1995 the  Company  issued
               155,000  shares of common  stock at a price of $1.00 per share in
               lieu of repayment of loans aggregating $155,000.

               In May 1996, the Company issued 90,000 shares of its common stock
               in lieu of professional fees owed in the amount of $6,000.




                                                          F - 15

<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           NOVEMBER 30, 1996 AND 1995


NOTE  14 -     STOCK OPTION PLANS:

               During 1994, the Company adopted a Stock Option Plan ("the Plan")
               whereby options to purchase an aggregate of not more than 500,000
               shares of common  stock may be  granted  from time to time to key
               employees,   officers,   directors,   advisors  and   independent
               consultants to the Company and its subsidiaries.

               As of November  30,  1996,  the  Company  had granted  options to
               purchase an aggregate of 500,000  shares of common stock to three
               directors,  at  exercise  prices  ranging  from $.48 to $1.65 per
               share,  aggregating  $365,850.  None of these  options  have been
               exercised.


NOTE 15  -     ECONOMIC DEPENDENCY:

               For the years ended  November 30, 1996 and 1995,  the Company had
               two unaffiliated  customers,  which accounted for an aggregate of
               approximately 17% (1995 - 18%) and 12% (1995 - 15%) respectively,
               of the Company's total revenues.

               The Company  purchases all of the  automobiles  that it leases to
               its clients from  automotive  dealerships,  usually  several at a
               time.  The Company does not depend on any one  dealership for its
               purchase of automobiles and does not have any written  agreements
               with any of the  dealerships  it  purchases  vehicles  from.  The
               Company  believes  that it will  continue  to be able to purchase
               automobiles at competitive prices and terms into the future.


NOTE  16  -           INCOME TAXES:

               The  provisions  for United  Kingdom  income taxes  utilizing the
               requirements  of SFAS No 109  consisted of the  following for the
               years ended November 30, 1996 and 1995:
<TABLE>
<CAPTION>

                                                                                     1996               1995
                                                                                 -------------      --------

<S>                                                                                <C>               <C>      
                               Current tax expense                                 $   760,350       $ 860,000
                               Deferred tax expense                                    174,650         -
                               Investment tax credits on vehicles                     (935,000)       (860,000)
                                                                                  ------------       ---------
                                                                                   $         -       $       -
</TABLE>



                                                          F - 16

<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           NOVEMBER 30, 1996 AND 1995


NOTE  16  -           INCOME TAXES (Continued):

               The  components  of the deferred  tax asset,  pursuant to SFAS No
       109, as of November 1996, are as follows:
<TABLE>
<CAPTION>
                                                                                           1996         1995

<S>                                                                                      <C>         <C>      
                               Operating loss carryforward                               $ 38,000    $  51,000
                               Valuation allowance                                        (38,000)     (51,000)
                                                                                         --------   ----------
                                                                                         $     -     $      -
</TABLE>


               The Company has available operating losses  carryforwards for tax
               purposes  aggregating  approxi mately $112,000 as of November 30,
               1996,  which may result in a deferred tax asset.  The Company has
               recognized this asset but has provided a valuation  allowance for
               the full amount since there is no assurance that such losses will
               be utilized in the near future.


NOTE  17  -           PENSION PLAN:

               PMS  and  its'   subsidiaries   have  a  fully  insured   defined
               contribution   plan   for   all   of  its   eligible   employees.
               Contributions to the plan, which are discretionary, for the years
               ended November  30,1996 and 1995 amounted to $33,264 and $55,817,
               respectively.


NOTE  18  -           COMMITMENTS:

       (a)     Leases:

               PAG  has  entered  into  a  one-year  lease   agreement  for  the
               manufacturing facility being utilized for its new subsidiary at a
               cost of  approximately  $54,000  per month.  PAG has an option to
               purchase  this facility at a cost of  $8,700,000  through  August
               1997. This lease expires in December 1997.

       (b)     Employment Agreements:

               In August 1995, the Company entered into an employment  agreement
               with  its  President/Chairman  of the  Board of  Directors.  This
               three-year  agreement  provides for an annual  salary of $160,000
               with  annual   escalations  of  10%  and  also  contains  certain
               non-compete restrictions.  This employee was also granted 100,000
               stock options (see Note 14).

               In  September  1995,  the  Company  entered  into  an  employment
               agreement  with an  officer/director  for a period of twenty four
               months   commencing   December  1,  1995.   This   agreement   is
               automatically  extendable  for a further twenty four month period
               and provides for an annual  salary of $55,000,  subject to review
               by the Board of Directors.




                                                          F - 17

<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           NOVEMBER 30, 1996 AND 1995


NOTE 18  -     COMMITMENTS (Continued):

       (c)     Rental Income:

               The Company leases one of its owned facilities to an unaffiliated
               company.  The lease,  which expires in 2004,  provides for rental
               income of  approximately  $80,000  per annum.  The annual cost of
               servicing  the mortgage  and real estate  taxes on this  building
               approximates to $70,000.


NOTE 19  -     SUBSEQUENT EVENT:

               In December 1996, PAG completed a private  placement of 16 units,
               each unit  consisting  of a 10%  promissory  note of $95,000  and
               10,000  shares of PAG's common  stock for an  aggregate  price of
               $100,000 per unit.  The gross  proceeds of $1,600,000 was used to
               satisfy a portion of the debt owed re: the acquisition of AC Cars
               (see Notes 1 and 10).

               The Company also entered into a loan  agreement with its bank for
               $755,000  with  interest  payable at 8% per  annum,  secured by a
               first lien on the  aircraft  owned by the  Company as a result of
               the  acquisition  described  in Note 1. This loan is to be repaid
               from the proceeds of the sale of the aircraft.



                                                          F - 18

<PAGE>
                  PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
                                   EXHIBIT 27
                             FINANCIAL DATA SCHEDULE
                          ARTICLE 5 OF REGULATIONS S-X



The  schedule  contains  summary  financial   information   extracted  from  the
consolidated  financial  statements  for the year ended November 30, 1996 and is
qualified in its entirety by reference of such statements.
<TABLE>
<CAPTION>

<S>                                                                                                    <C>    
   Period type                                                                                         12 Mos.
   Fiscal year end                                                                               Nov. 30, 1996
   Period start                                                                                  Dec. 01, 1995
   Period end                                                                                    Nov. 30, 1996
   Cash                                                                                                255,283
   Securities                                                                                           0
   Receivables                                                                                       1,936,166
   Allowances                                                                                           0
   Inventory                                                                                         1,127,452
   Current assets                                                                                       0
   PP&E                                                                                             22,580,430
   Depreciation                                                                                      3,898,795
   Total assets                                                                                     33,535,048
   Current liabilities                                                                                  0
   Bonds                                                                                                0
   Common                                                                                                3,991
   Preferred mandatory                                                                                  0
   Preferred                                                                                            0
   Other SE                                                                                          6,882,132
   Total liability and equity                                                                       33,535,048
   Sales                                                                                            12,982,098
   Total revenues                                                                                   12,982,098
   CGS                                                                                              10,272,334
   Total costs                                                                                      10,272,334
   Other expenses                                                                                       0
   Loss provision                                                                                       0
   Interest expense                                                                                    884,223
   Income pretax                                                                                      (359,492)
   Income tax                                                                                           0
   Income continuing                                                                                  (359,492)
   Discontinued                                                                                         0
   Extraordinary                                                                                        0
   Changes                                                                                              0
   Net income                                                                                         (359,492)
   EPS primary                                                                                            (.18)
   EPS diluted                                                                                            (.18)
</TABLE>



                                 - Exhibit 27 -
<PAGE>

                       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, 1997

                        Commission File Number 33-24718-A


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

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


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

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




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

     Common Stock, $.002 par value.  1,995,357 shares outstanding as of February
28, 1997.


<PAGE>
                           PRIDE INC. AND SUBSIDIARIES


                                      INDEX
<TABLE>
<CAPTION>



                                                                                                                  Page(s)

PART I.        Financial Information:
ITEM 1.        Financial Statements
               <S>                                                                                                 <C>
               Consolidated Condensed Balance Sheets - February 28, 1997
               (Unaudited) and November 30, 1996                                                                    3.

               Consolidated Condensed Statements of Operations (Unaudited) -
               Three Months Ended February 28, 1997 and February 29, 1996                                           4.

               Consolidated Condensed Statements of Cash Flows (Unaudited) -
               Three Months Ended February 28, 1997 and February 29, 1996                                           5.

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

ITEM 2.        Management's Discussion and Analysis of Financial Condition and
               Results of Operations                                                                                8.


PART II.       Other Information                                                                                   10.


SIGNATURES                                                                                                         11.

EXHIBITS:

    Exhibit 11 - Computation of Earnings (Loss) Per Share                                                          12.

    Exhibit 27 - Financial Data Schedule                                                                           13.

</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,
                                                                                             1997                     1996
                                                                                             (Unaudited)
ASSETS:
<S>                                                                                          <C>                   <C>          
  Cash and cash equivalents                                                                  $       29,606        $     255,283
  Accounts receivable - net of allowance for doubtful accounts                                    1,846,865            1,936,166
  Inventories                                                                                     1,410,341            1,127,452
  Property, revenue producing vehicles and equipment - net (Note 2)                              19,866,127           18,681,638
  Intangible assets - net (Note 3)                                                               11,294,921           11,534,509
                                                                                               ------------         ------------

TOTAL ASSETS                                                                                    $34,447,860          $33,535,048
                                                                                                ===========          ===========

                                            - LIABILITIES AND SHAREHOLDERS' EQUITY -

LIABILITIES (Note 4):
  Bank overdraft line of credit                                                                $  3,735,283         $  2,964,465
  Accounts payable                                                                                1,173,506              654,920
  Accrued liabilities and expenses                                                                  314,596              490,915
  Bank debt                                                                                       1,726,692            1,002,571
  Obligations under hire purchase contracts                                                      11,645,767           11,034,951
  Loans payable - directors                                                                          34,610             -
  Other loans - acquisition                                                                       4,156,000            5,098,470
  Other liabilities                                                                                  35,939               33,560
                                                                                              -------------        -------------

TOTAL LIABILITIES                                                                                22,822,393           21,279,852
                                                                                               ------------         ------------

MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES (Note 5)                                          5,671,127            5,369,073
                                                                                              -------------        -------------

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                                                                    7,683,110            8,824,392
    Retained earnings (deficit)                                                                  (1,412,154)          (1,585,855)
    Foreign currency translation                                                                   (320,607)            (356,405)
                                                                                             --------------       --------------

                                                                                                  5,954,340            6,886,123
                                                                                              -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                      $34,447,860          $33,535,048

                                                                                                ===========          ===========

</TABLE>
                   See notes to interim consolidated condensed
                             financial statements.

                                     Page 3.


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

                                                                                                   For the Three Months Ended
                                                                                                   February 28,       February 29,
                                                                                                   1997               1996
                                                                                                   ------------------ -----------

REVENUES:
<S>                                                                                                <C>                <C>       
     Contract hire income                                                                          $1,652,484         $1,130,936
     Sale of contract hire vehicles                                                                 1,731,816          1,164,798
     Fleet management and other income                                                                414,542            149,990
                                                                                                 ------------       ------------
                                                                                                    3,798,842          2,445,724
                                                                                                  -----------        -----------

EXPENSES:
    Cost of sales                                                                                   2,986,696          1,704,050
    General and administrative expenses                                                               926,758            407,422
    Amortization of goodwill and acquisition costs                                                    167,999            157,680
    Interest expense and other                                                                        357,693            207,335
                                                                                                 ------------       ------------
                                                                                                    4,439,146          2,476,487
                                                                                                  -----------        -----------

LOSS BEFORE MINORITY INTERESTS                                                                       (640,304)           (30,763)

    Minority interests in net loss of consolidated subsidiaries  (Note 4)                             418,490             22,271
                                                                                                  -----------       ------------

LOSS BEFORE PROVISION FOR INCOME TAXES                                                               (221,814)            (8,492)

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

NET LOSS                                                                                          $  (221,814)     $      (8,492)
                                                                                                  ===========      =============

LOSS PER COMMON SHARE (Note 6):
    Net loss before minority interest                                                                   $(.32)             $(.02)
    Minority interests in net loss of subsidiary                                                          .21                .02
                                                                                                       ------             ------
LOSS PER COMMON SHARE                                                                                   $(.11)           $  -
                                                                                                        =====            ====

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING (Note 6)                                                                     1,995,357          1,905,357
                                                                                                    =========          =========
</TABLE>
        See notes to interim consolidated condensedfinancial statements.





                                     Page 4.
<PAGE>
                          PRIDE, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>



                                                                                                  For the Three Months Ended
                                                                                                  February 28,         February 29,
                                                                                                  1997                 1996

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                               <C>                  <C>       
  Net loss                                                                                        $  (221,814)         $  (8,492)
  Adjustments to reconcile net loss to net cash provided by operating activities:
    Minority interests in net loss of subsidiaries                                                   (418,490)           (22,271)
    Depreciation and amortization                                                                     837,328            581,974
    Amortization of goodwill                                                                          148,683            156,655
    (Gain) loss on disposal of fixed assets                                                           (28,470)            13,792
    Provision for maintenance costs                                                                    -                 (14,651)
    Foreign currency translation                                                                      298,769               (539)
Changes in assets and liabilities:
    Decrease in accounts receivable                                                                    89,301            228,981
    (Increase) in inventories                                                                        (282,889)          (236,913)
    Increase in accounts payable, accrued expenses and other liabilities                              344,646            356,645
                                                                                                -------------     --------------
    Net cash provided by operating activities                                                        767, 064          1,055,181
                                                                                                -------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of revenue producing assets                                                            (2,918,307)        (1,133,500)
  Proceeds from sale of fixed assets                                                                  517,139            221,135
                                                                                                -------------       ------------
    Net cash (utilized) by investing activities                                                    (2,401,168)          (912,365)
                                                                                                 ------------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from hire purchase contract funding                                                      3,701,474          1,323,788
  Principal repayments of hire purchase contract funding                                           (3,090,658)        (1,464,676)
  Principal payments of long-term debt                                                                 (6,679)           (18,294)
  Loans received from (repaid to) officers                                                             34,610             (6,634)
  Net proceeds from subsidiary's sale of stock                                                         78,862            120,000
  Costs associated with subsidiary's sale of stock                                                    -                 (150,536)
  Net proceeds from bank lines of credit                                                              770,818             -
  Payment of acquisition debt                                                                         (80,000)              -
                                                                                               -------------- ---------------
    Net cash provided (utilized) by financing activities                                            1,408,427           (196,352)
                                                                                                 ------------   ----------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                                          (225,677)           (53,536)

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

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                                     $      29,606     $       20,410
                                                                                                =============     ==============
</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  has been recorded
                using the purchase method of accounting.

                The accounting policies followed by the Company are set forth in
                Note  2  to  the  Company's  consolidated  financial  statements
                included in its Annual  Report on Form 10-KSB for the year ended
                November 30, 1996,  which is  incorporated  herein by reference.
                Specific  reference is made to this report for a description  of
                the Company's securities and the notes to consolidated financial
                statements included therein.

                In the opinion of management, the accompanying unaudited interim
                consolidated  condensed financial  statements of Pride, Inc. and
                its wholly-owned subsidiaries, contain all adjustments necessary
                to  present  fairly  the  Company's  financial  position  as  of
                February  28,  1997 and the results of its  operations  and cash
                flows for the three month  periods  ended  February 28, 1997 and
                February 29, 1996.

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



                                     Page 6.


<PAGE>

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



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

                Fixed assets consists of the following:
                                                                              February 28,         November 30,
                                                                              1997                 1996

<S>                                                                           <C>                  <C>         
                Building and improvements                                     $  1,719,415         $  1,719,415
                Revenue producing vehicles                                      18,835,804           17,282,095
                Furniture, fixtures and machinery                                2,301,842            2,247,430
                Aircraft                                                         1,331,493            1,331,493
                                                                             -------------        -------------
                                                                                24,188,554           22,580,433
                Less:  accumulated depreciation                                  4,322,427            3,898,795
                                                                             -------------        -------------
                                                                               $19,866,127          $18,681,638
                                                                               ===========          ===========

</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.  Also included in intangible  assets are
                the amounts assigned to brand names arising from the acquisition
                of AC Car Group Limited,  which amounts are being amortized over
                40 years on a straight-line basis.

                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, 1997, are amounts in
                the aggregate of $12,589,097 which are not due and payable until
                after February 28, 1998.  This amount consists of amounts due to
                trade creditors, loans payable and equipment notes payable.


NOTE   5   -    MINORITY INTERESTS IN SUBSIDIARIES:

                In April 1996,  PAG  successfully  completed  an initial  public
                offering of its common stock, as a result of which the Company's
                investment in PAG was reduced to 53.32%. PAG owns 70% of a newly
                formed subsidiary AC Automotive Group,  Inc., ("AC Group").  The
                minority   interests    liabilities   represent   the   minority
                shareholders' portion of the equity in these two subsidiaries.


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 7.


<PAGE>



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

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

                  In December 1995, Pride Automotive Group,  Inc.  consummated a
                  private placement  offering of common stock of 500,000 shares,
                  which reduced the Company's  ownership  interest to 72.8%.  In
                  April 1996, Pride Automotive Group, Inc.  completed an initial
                  public offering of 592,500 shares of common stock at $5.00 per
                  share and 2,000,000  redeemable  common stock  warrants,  at a
                  price of $.10 each.  The effect of the  offering was to reduce
                  the Company's ownership interest to 53.32%.

                  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.

                  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.

                  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, 1997
                  and November 30, 1996; (ii) Consolidated  Condensed Statements
                  of Operations  for the Three Month Periods Ended  February 28,
                  1997 and  February 29, 1996 and (iii)  Consolidated  Condensed
                  Statements  of Cash Flows for the Three  Month  Periods  Ended
                  February 28, 1997 and February 29, 1996.



                                     Page 8.


<PAGE>
                  Results of Operations


                  Revenues  increased  by 55% when  comparing  the three  months
                  ended February 28, 1997 to the three months ended February 29,
                  1996.  The  primary  reason  for this  increase  was due to an
                  increase in  revenues  from  contract  hire  income,  sales of
                  vehicles  at  lease   maturity,   and  an  increase  in  fleet
                  management income.

                  Cost  of  sales  increased  from  70%  to 78%  of  sales  when
                  comparing  February  29,  1996  to  February  28,  1997.  This
                  increase was  primarily  due to the  continuation  of the more
                  prudent   approach  to  estimating  the  residual   values  of
                  vehicles, thereby increasing the depreciation expense and cost
                  of sales and reducing the residual value risk.

                  General and administration expenses increased by $519,336 when
                  comparing the three months ended February 28, 1997 to February
                  29,  1996.  Most  of this  increase  is  attributed  to the AC
                  Automotive Group, through its wholly owned subsidiary,  AC Car
                  Group Limited.

                  Interest  expenses  increased by $150,358  when  comparing the
                  three month period ended February 28, 1997 to the three months
                  ended February 29, 1996.  Management  attributes this increase
                  to the higher volume of borrowing on hire  purchase  contracts
                  as a result of increased business and the cost of financing AC
                  Car Group Limited.

                  Losses before income taxes for the three months ended February
                  28, 1997 and February 29, 1996,  prior to the  amortization of
                  goodwill for the periods ($167,999 and $157,680, respectively)
                  and minority  interests,  aggregated  $472,305 or loss of $.24
                  per share,  and  income of  $126,917,  or $.07 per share.  The
                  Company  reported  losses  after  goodwill   amortization  and
                  minority  interests  of  $221,814  ($.11 per share) and $8,492
                  ($.00 per share) for the three month  periods  ended  February
                  28, 1997 and February 29, 1996,  respectively.  Of the loss of
                  $221,814,  $185,023  comprises the  Company's  share of losses
                  reported by AC Car Group Limited.

                  It should be noted that PAG acquired AC Car Group  Limited out
                  of administrative  receivership and that for the first quarter
                  the Company has devoted substantial resources to resurrect its
                  operations.


                  Liquidity and Capital Resources

                  In December  1996,  PAG  completed a private  placement  of 16
                  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 9.


<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.

            (a)  Exhibit 27 Financial Data Schedule.

            (b)  None.




<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 17, 1997

Pride, Inc.
by: \s\ Alan Lubinsky
Alan Lubinsky
<PAGE>
                          PRIDE, INC. AND SUBSIDIARIES
                                   EXHIBIT 11
                 COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                                  For the Three Months Ended
                                                                                                  February 28,      February 29,
                                                                                                  1997              1996


<S>                                                                                               <C>               <C>          
LOSS BEFORE MINORITY INTERESTS                                                                    $  (640,304)      $    (30,763)

Minority interests in net loss of consolidated subsidiaries  (Note 4)                                 418,490             22,271
                                                                                                  -----------       ------------

LOSS BEFORE PROVISION FOR INCOME TAXES                                                               (221,814)            (8,492)

Provision for income taxes                                                                             -                  -


NET LOSS                                                                                          $  (221,814)     $      (8,492)
                                                                                                  ===========      =============

LOSS PER COMMON SHARE:
Net loss before minority interest                                                                       $(.32)             $(.02)
Minority interests in net loss of subsidiary                                                              .21                .02
                                                                                                       ------             ------
LOSS PER COMMON SHARE                                                                                   $(.11)           $  -
                                                                                                        =====            ====

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                                                                  1,995,357          1,905,357
                                                                                                    =========          =========
</TABLE>
                                 - Exhibit 11 -



                                    Page 12.


<PAGE>

The Schedule contais summary financial information extracted from the
consolidated financial statements for the three months ended February 28, 1997
and is qualified in its entirety by reference to such statements.

<TABLE>
<S>                                <C>
Period-type                      3-Mos
Fiscal-year-end                  Nov-30-1997
Period-start                     Dec-01-1996
Period-end                       Feb-28-1997
Cash                             29,606
Securities                       0
Receivables                      1,846,865
Allowances                       0 
Inventory                        1,410,341
Current-assets                   0
PP&E                             24,188,554
Depreciation                     4,322,427
Total-assets                     34,447,860
Current-liabilities              0
Bonds                            0
Preferred-mandatory              0
Preferred                        0
Common                           3,991
Other-SE                         5,950,349
Total-liability-and-equity       34,447,860
Sales                            3,798,842
Total-revenues                   3,798,842
CGS                              2,986,696
Total-costs                      2,986,696
Other-expenses                   167,999
Loss-provision                   0
Interest-expense                 357,693
Income-pretax                    (221,814)
Income-tax                       0
Income-continuing                (221,814)
Discontinued                     0
Extraordinary                    0
Changes                          0
Net-income                       (221,814)
EPS-primary                      (.11)
EPS-diluted                      (.11)

</TABLE>


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