U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: June 30, 1999

                        Commission File Number: 000-24447



                            DRIVINGAMERICA.COM, INC.
                            ------------------------
        (Exact name of small business issuer as specified in its charter)



                                    Colorado
         (State or other jurisdiction of incorporation or organization)

                                   84-1463449
                        (IRS Employer Identification No.)

                         18004 Skypark Circle, Suite 170
                                   Irvine, CA
                                   ----------
                    (Address of principal executive offices)

                                      92614
                                   (Zip Code)

                                 (949) 263-8890
                           (Issuer's Telephone Number)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days: Yes
__X__ No ____.

The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of June 30, 1999, was 12,500,000 shares.




<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     The unaudited financial  statements for the six month period ended June 30,
1999, are attached hereto.

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

     The following  discussion  should be read in conjunction with the Company's
unaudited financial  statements and notes thereto included herein. In connection
with, and because it desires to take advantage of, the "safe harbor"  provisions
of the Private  Securities  Litigation  Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the following discussion
and  elsewhere  in this  report  and in any other  statement  made by, or on the
behalf of the Company,  whether or not in future filings with the Securities and
Exchange  Commission.  Forward  looking  statements  are statements not based on
historical  information  and  which  relate to  future  operations,  strategies,
financial  results  or  other  developments.   Forward  looking  statements  are
necessarily based upon estimates and assumptions that are inherently  subject to
significant business,  economic and competitive uncertainties and contingencies,
many of which are beyond the Company's  control and many of which,  with respect
to future business  decisions,  are subject to change.  These  uncertainties and
contingencies can affect actual results and could cause actual results to differ
materially from those expressed in any forward looking statements made by, or on
behalf of, the Company.  The Company  disclaims any obligation to update forward
looking statements.

Overview

     DrivingAmerica.com, Inc., f/k/a Mathy Corporation (the "Company" or "DRI"),
was incorporated under the laws of the State of Colorado on January 30, 1996. On
May 7, 1999,  pursuant to the terms of an Agreement and Plan of  Reorganization,
the Company undertook a forward split of its issued and outstanding common stock
whereby 2.5 shares of common  stock were  exchanged  for every share then issued
and  outstanding  and  thereafter,  the Company  acquired  all of the issued and
outstanding   securities  of  The  Cooper  Memphis  Group,  Inc.,  a  California
corporation   ("CMG"),   in  exchange  for   11,250,000   (post  forward  split)
"restricted"  common  shares of the  Company.  As a result,  the Company was the
surviving entity. As part of the terms of the aforesaid transaction, the Company
amended its Articles of Incorporation, changing its name to its present name, as
well as changing  its fiscal  year end to December 31 in order to coincide  with
the fiscal year end of CMG.


                                        2

<PAGE>



     The Company's  principal business is as a marketer of database  information
related to automotive  marketing under the name "Automotive  Consumer Services."
The  initial  database  is  comprised  of  new  vehicle  information,  including
specifications and dealer vehicle costs, which are sold to consumers in the form
of printed  vehicle  reports.  In turn,  the consumers who purchase the reports,
along with their behavioral  characteristics,  become the source of a secondary,
marketed   database  of  consumer   information  to  several   manufacturers  of
automobiles, local dealer referral programs and affinity groups. DRI is based in
Irvine, California.

     DRI intends to expand operations into other logically related and lucrative
services  related to the  acquisition  of an  automobile.  At the same time,  it
expects to develop  Internet  technology to facilitate the expansion of the list
of services to include other auto-related financial services.

RESULTS OF OPERATIONS

     Comparison  of Results of  Operations  for the Six Month Periods Ended June
30, 1999 and 1998

     During the six month  period ended June 30, 1999,  the  Company's  revenues
were  $93,750,  compared to $171,303  for the six months  ended June 30, 1998, a
decrease of $77,553  (45.3%).  This decrease was attributable to a change in the
principal  business of the  Company,  whereby  the  Company  went from a "paper"
business to an Internet company.  During 1998, the Company's  business consisted
of data base marketing, based upon the sale of printed information. In September
1998,  management  acknowledged  the  downturn  of  the  existing  business  and
thereafter,  elected to cause the Company to refocus its resources and available
capital to becoming an Internet based company.

     Cost of sales  during  the six  month  period  ended  June 30,  1999,  were
$37,734,  compared  to $75,816  for the  similar  period in 1998,  a decrease of
$38,082 (50.2%).  This decrease was incurred primarily as a result of the change
in the Company's business as described in the preceding paragraph.

     Selling,  general and  administrative  costs increased during the six month
period  ended June 30, 1999,  to $730,281,  compared to $225,331 for the similar
period in 1998,  an increase of $504,950  (221.1%).  This  significant  increase
arose as a result of the  Company  incurring  $275,000  in  website  development
costs, as well as  approximately  $137,000 in professional  fees relating to the
recent reverse merger and activity subsequent thereto, employee relocation costs
of  approximately  $35,000  and  additional  payroll  expense  of  approximately
$22,000.  Each of the aforesaid  costs is expected to be a one time event and it
is  anticipated  that general and  administrative  costs incurred by the Company
will rise in

                                        3

<PAGE>



corresponding  levels with  anticipated  increases in  revenues,  primarily as a
result of increased payroll costs.

     As a result,  the Company incurred a net loss of $(675,067)  during the six
month  period  ended June 30,  1999,  compared  to a net loss during the similar
period in 1998, of $(70,342), an increase of $604,725 (859.7%).

LIQUIDITY AND CAPITAL RESOURCES

     At the end of the six month  period  ended June 30,  1999,  the Company had
$303 in cash and cash equivalents.  It also decreased its accounts receivable to
$16,763 from $28,911 since December 31, 1998, a decrease of $12,148 (42%), which
management  attributes  to the change in the  Company's  business  emphasis,  as
described under "Results of Operations" above.

     The Company  has an  outstanding  note  payable to a  non-affiliate  in the
principal amount of $20,000, which accrues interest at the rate of 10% per annum
and which is due upon demand.  In addition,  the Company also has received loans
from two of its directors, John Davis and Daryl Travis, in the principal amounts
of $15,000 and $10,000,  respectively.  Each of these loans accrues  interest at
the rate of 8% per  annum  and are also due  upon  demand.  Management  does not
believe  that any demand will be made by these note  holders in the  foreseeable
future.  The Company also  obtained a loan in the  principal  amount of $100,000
from a  non-affiliate.  This loan accrues  interest at the rate of 12% per annum
and is due upon demand.  While no assurances can be provided,  it is anticipated
that this loan will be converted  into equity in  accordance  with the Company's
private offering described hereinbelow.

     In  order  to  effectuate  the  Company's  business  plan,  management  has
recognized  the Company's  need for additional  operating  capital.  In response
thereto,  during the third  calendar  quarter of 1999,  the  Company  intends to
commence a private  offering  of its common  stock  wherein it is offering up to
3,500,000  shares of the Company's  common stock (post forward split) at a price
of $1.00 per share,  for  aggregate  gross  proceeds  of up to  $3,500,000.  The
offering  provides for the sale of Units, each Unit consisting of 100,000 shares
of the Company's  common stock,  on a 10 Unit  minimum,  35 Unit maximum  basis.
Gilford Securities  Incorporated,  a licensed NASD brokerage firm, has agreed to
act as the Placement  Agent for this  offering on a "best  efforts"  basis.  The
offering will be made only to "accredited  investors" as such term is defined in
Rule  501(a) of  Regulation  D under the  Securities  Act of 1933,  as  amended.
However,  there can be no  assurances  that the minimum  number of Units offered
will be sold,  or that the Company will receive any funding from this  offering.
Failure to obtain this funding will have a  significant  negative  impact on the
Company's proposed plan of operation.

                                        4

<PAGE>




     Prior to undertaking  the aforesaid  private  offering,  in August 1999 the
Company signed various  agreements,  including an investment  banking  agreement
with Deere Park Capital LLC, Northbrook,  Illinois, ("Deere Park") wherein Deere
Park did agree to provide the Company with $125,000 in the form of a Convertible
Debenture.  The  principal  balance and all interest as accrued shall be due and
payable upon the earlier of (i) 75 days from the date of the Debenture,  or (ii)
within  three (3)  business  days  following  closing of the  Company's  Private
Placement Offering referenced  hereinabove.  In its sole discretion,  Deere Park
may  convert  all or any portion of the  principal  and any  interest as accrued
thereon  as of the date of such  notice  of  conversion  into (i) the  Company's
private offering in an amount equal to the balance of the principal and interest
then due, or (ii) 50,000 "free  trading"  shares of the  Company's  common stock
presently  held in  escrow,  which  were  placed  into  escrow  by  nonaffiliate
shareholders of the Company.  In the event Deere Park elects to convert pursuant
to (ii) above, any further obligation owed to Deere Park by the Company shall be
deemed  to have been  fully  satisfied  and the  Company  will  have no  further
obligation to Deere Park applicable to the Debenture.

TRENDS

     Management believes that the Company will continue to operate the Company's
business  at a loss  for the  foreseeable  future,  but is  optimistic  that the
Company  will begin  generating  profits  from its  operations  beginning in the
second  calendar  quarter of 2000,  and possibly  earlier if sufficient  working
capital discussed in "Liquidity and Capital  Resources," above, is raised.  This
will occur as a result of anticipated  increased  revenues  derived from website
traffic, the Company obtaining additional contracts for data based marketing and
from  direct  sales of related  automobile  products,  including  loan and lease
products and insurance products. In regard to obtaining additional contracts for
data based  marketing,  the Company is  currently  engaged in  discussions  with
various  parties and expects that these  discussions  will result in the Company
entering into additional contracts with these parties.  However, there can be no
assurances  that the Company will become  profitable  within the time parameters
described herein, or at all.

INFLATION

     Although the operations of the Company are  influenced by general  economic
conditions, the Company does not believe that inflation had a material affect on
the results of operations during the six month period ended June 30, 1999.


                                        5

<PAGE>



YEAR 2000 DISCLOSURE

     Many existing  computer  programs use only two digits to identify a year in
the date field.  These programs were designed and developed without  considering
the  impact  of the  upcoming  change in the  century.  If not  corrected,  many
computer  applications  could fail or create erroneous results by or at the Year
2000. As a result,  many companies will be required to undertake  major projects
to address the Year 2000 issue. The Company presently owns approximately $65,000
worth of computers,  all of which have been  recently  purchased by the Company.
Relevant to the Company's  computers,  the Company  primarily  utilizes Window98
based programs,  and,  particularly,  Microsoft "Office 97" applications for its
database  as well as all other  data  support  information,  which  the  Company
believes is Y2K  compliant.  Additionally,  the  Company  intends to upgrade its
present Microsoft  software to the recently  released "Office 2000" version.  At
the present time, the Company does not rely on any major vendor for its services
and, therefore, does not anticipate any outside Y2K interference in its internal
business  operations.  However,  there  can be no  assurance  that the  computer
systems  necessary to maintain  the  viability of the Internet or any of the web
sites  that  direct  consumers  to the  Company's  website  will  be  Year  2000
compliant.  As part of the  Company's  overall Year 2000  compliance  plan,  the
Company  intends to  monitor  systems  performance  and plans to develop a rapid
response program in the event of significant  disruption as a result of the Year
2000 issues.  To date, the Company has not developed a formal  contingency plan.
The  Company  believes  it is taking  all  necessary  steps to ensure  Year 2000
compliance  with respect to matters within its control.  While no assurances can
be provided,  management  believes  that any cost  undertaken  by the Company to
ensure that it is Y2K compliant will not be material to the Company.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - NONE

ITEM 2. CHANGES IN SECURITIES - NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -

     In May 1999, the Company's shareholders  unanimously approved the Agreement
and Plan of  Reorganization  between the Company and The Cooper  Memphis  Group,
Inc. In  addition,  as part of this  action,  the  Company's  shareholders  also
approved an amendment to the Company's  Articles of Incorporation,  changing the
name  of  the   Company   from   Mathy   Corporation   to  its   current   name,
DrivingAmerica.com, Inc.

ITEM 5. OTHER INFORMATION - NONE.

                                        6

<PAGE>




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -

     (a)      Exhibits

              EX-27            Financial Data Schedule

     (b)      Reports on Form 8-K

     On July 7, 1999,  the  Company  filed an  amendment  to its Form 8-K report
which was filed in May 1999,  whereby  the  Company  advised  of a change in the
Company's  independent  accountants,  from Kish,  Leake &  Associates,  P.C., to
Hollander,  Lumer & Co. This change in independent  accountants  was approved by
the Board of Directors of the Company.  There were no  disagreements  within the
last two fiscal years and subsequent periods with Kish, Leake & Associates, P.C.
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure,  or  auditing  scope of  procedure,  which  disagreement(s),  if not
resolved to the  satisfaction  of Kish,  Leake &  Associates,  P.C.,  would have
caused that firm to make reference in connection with its reports to the subject
matter of the disagreement(s) or any reportable events.

     In addition,  the amendment also included (i) audited financial  statements
for The Cooper Memphis Group, Inc. ("CMG"),  the predecessor to the Company, for
the fiscal year ended  December 31,  1998,  along with the  unaudited  financial
statements  of CMG for the three month  period  ended March 31,  1999;  and (ii)
notice of a change in the Company's  fiscal year from March 31 to December 31 in
order to coincide with the fiscal year of CMG.

                                        7

<PAGE>

<TABLE>


                            DRIVINGAMERICA.COM, INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<CAPTION>
                                                      June 30,   December 31,
                                                        1999         1998
                                                    -----------  ------------
<S>                                                 <C>          <C>
                    ASSETS

CURRENT ASSETS
     Cash                                           $       303  $         -
     Accounts receivable                                 16,763       28,911
                                                    -----------  -----------
            TOTAL CURRENT ASSETS                         17,066       28,911

PROPERTY AND EQUIPMENT, Net                               7,573        9,439
                                                    -----------  -----------
                                                    $    24,639  $    38,350
                                                    ===========  ===========

    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
     Bank overdraft                                 $     8,480  $     6,672
     Accounts payable                                   314,023      166,261
     Settlement payable                                 275,000            -
     Bridge loans payable                               110,000            -
     Loans payable                                       46,707       30,167
                                                    -----------  -----------
            TOTAL CURRENT LIABILITIES                   754,210      203,000

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
     Preferred stock, $.001 par value;
       authorized - 25,000,000 shares;
       issued and outstanding - none                          -            -
     Common stock, $.001 par value;
       authorized - 100,000,000 shares;
       issued and outstanding - 12,500,000 shares        12,500       12,500
     Additional paid-in capital                         585,517      434,228
     Due from officer                                  (136,961)     (95,918)
     Accumulated deficit                             (1,190,627)    (515,560)
                                                    -----------  -----------
            TOTAL STOCKHOLDERS' DEFICIENCY             (729,571)    (164,750)
                                                    -----------  -----------
                                                    $    24,639  $    38,350
                                                    ===========  ===========


     See accompanying Notes to Condensed Consolidated Financial Statements.



</TABLE>








                                       F-1

                                        8

<PAGE>

<TABLE>



                                                 DRIVINGAMERICA.COM, INC.
                                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



<CAPTION>
                                Three Months Ended June 30, Six Months Ended June 30,
                                 -------------------------   ------------------------
                                     1999          1998          1999         1998
                                 -----------   -----------   -----------   ----------
<S>                              <C>           <C>           <C>           <C>
REVENUE                          $    24,592   $    64,557   $    93,750   $  171,303

OPERATING EXPENSES                   576,752        96,738       757,872      231,704
                                 -----------   -----------   -----------   ----------

LOSS FROM OPERATIONS                (552,160)      (32,181)     (664,122)     (60,401)

OTHER EXPENSES                        (8,219)       (5,498)      (10,945)      (9,941)
                                 -----------   -----------   -----------   ----------
NET LOSS                         $  (560,379)  $   (37,679)  $  (675,067)  $  (70,342)
                                 ===========   ===========   ===========   ===========

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING      12,500,000    12,500,000    12,500,000    12,500,000
                                 ===========   ===========   ===========   ===========

BASIC LOSS PER SHARE             $     (0.04)  $     (0.00)  $     (0.05)  $     (0.01)
                                 ===========   ===========   ===========   ===========


     See accompanying Notes to Condensed Consolidated Financial Statements.


</TABLE>























                                       F-2



                                        9

<PAGE>

<TABLE>


                            DRIVINGAMERICA.COM, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                    Six Months Ended June 30,
<CAPTION>
                                                    -------------------------
                                                       1999          1998
                                                    -----------   -----------
<S>                                                 <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                 $  (675,067)  $   (70,342)
  Adjustments to reconcile net income (loss)
    to net cash used in operating activities:
      Depreciation                                        1,866         4,514
      Changes in operating assets and liabilities:
      Accounts receivable                                12,148        21,301
      Accounts payable                                  147,762             -
      Settlement payable                                275,000             -

        NET CASH PROVIDED BY (USED IN)              -----------   -----------
          OPERATING ACTIVITIES                         (238,291)      (44,527)
                                                    -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Due from officer, net                                 (41,043)      (28,586)
                                                    -----------   -----------
        NET CASH USED IN INVESTING ACTIVITIES           (41,043)      (28,586)
                                                    -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Bank overdraft                                          1,808         7,831
  Contributed capital                                   151,289             -
  Proceeds from loans payable
    and bridge financing                                126,540        60,028
                                                    -----------   -----------
        NET CASH PROVIDED BY FINANCING ACTIVITIES       279,637        67,859
                                                    -----------   -----------

NET INCREASE (DECREASE) IN CASH                             303        (5,254)
CASH, BEGINNING OF PERIOD                                     -         5,254
                                                    -----------   -----------
CASH, END OF PERIOD                                 $       303   $         -
                                                    ===========   ===========





     See accompanying Notes to Condensed Consolidated Financial Statements.


</TABLE>










                                       F-3




                                       10

<PAGE>



                            DRIVINGAMERICA.COM, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 AND 1997


1.       BASIS OF PRESENTATION

         The  interim  consolidated  financial  statements  presented  have been
         prepared by DrivingAmerica.com, Inc. (the "Company") without audit and,
         in the  opinion of  management,  reflect  all  adjustments  of a normal
         recurring  nature  necessary for a fair statement of (a) the results of
         operations  for the three and six months  ended June 30, 1999 and 1998,
         (b) the financial  position at June 30, 1999, and (c) cash flow for the
         six  months  ended  June 30,  1999 and 1998.  Interim  results  are not
         necessarily indicative of results for a full year.

         The balance  sheet  presented  as of December 31, 1998 has been derived
         from the financial  statements  that have been audited by the Company's
         independent public accountants.  The financial statements and notes are
         condensed and do not contain certain information included in the annual
         financial statements and notes of the Company. The financial statements
         and  notes  included  herein  should  be read in  conjunction  with the
         audited financial statements and notes for the years ended December 31,
         1998 and 1997 included in the  Company's  Form 8-K/A 1 filed on July 6,
         1999.

2.       BRIDGE FINANCING

         During  the six  months  ended  June 30,  1999,  the  Company  received
         $110,000 bridge financing in the form of a Convertible  Debenture.  The
         principal  balance and all interest as accrued shall be due and payable
         upon the earlier of (i) 75 days from the date of the Debenture, or (ii)
         within  three (3)  business  days  following  closing of the  Company's
         Private  Placement  Offering  described  under  "Liquidity  and Capital
         Resources" above herein. In its sole discretion,  the debenture holder,
         Deere Park Capital LLC, may convert all or any portion of the principal
         and any  interest  as accrued  thereon as of the date of such notice of
         conversion into (i) the Company's  private  offering in an amount equal
         to the balance of the  principal  and interest then due, or (ii) 50,000
         "free trading"  shares of the Company's  common stock presently held in
         escrow,  which were placed into escrow by nonaffiliate  shareholders of
         the Company. In the event Deere Park elects to convert pursuant to (ii)
         above,  any further  obligation owed to Deere Park by the Company shall
         be deemed to have been fully  satisfied  and the  Company  will have no
         further obligation to Deere Park applicable to the Debenture.

3.       STOCKHOLDERS' DEFICIENCY

         During the six months ended June 30, 1999, a stockholder of the Company
         contributed $151,289 to the capital of the Company.












                                       F-4

                                       11

<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       DRIVINGAMERICA.COM, INC.
                                       (Registrant)

                                       Dated:  August 26, 1999



                                       By:/s/ Charles M. Davis
                                          -----------------------------------
                                          Charles M. Davis,
                                          President



                                       12

<PAGE>


                            DRIVINGAMERICA.COM, INC.

                EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
                       FOR THE QUARTER ENDED JUNE 30, 1999

EXHIBITS                                                                Page No.

  EX-27           Financial Data Schedule.....................................14



                                       13