SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB





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

                     For the period ended February 28, 1999

                         Commission File Number 0-27944


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

Delaware                                  98-0157860
(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, $.001 par value.  2,822,500 shares outstanding as of February
28, 1999.

<PAGE>

                 PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>


                                                                             February 28,                    November 30,
                                                                                 1999                             1998
                                                                                unaudited
                                                                                   $                                $
ASSETS
<S>                                                                               <C>                              <C>   
          Cash and cash equivalents                                               165,695                          52,693
          Accounts receivable                                                   1,839,631                       1,486,053
          Property revenue producing vehicles and equipment-net(Note 2)         3,827,922                      21,535,087
          Investment in affiliate (Note 1)                                      4,048,460                       4,048,460
                                                                                 ----------------------------------------
TOTAL ASSETS                                                                    9,881,708                      27,122,293
                                                                          =======================================================


                       LIABILITIES AND SHAREHOLDERS EQUITY

LIABILITIES
          Bank line of credit                                                     135,554                       6,264,245
          Accounts payable                                                        597,198                         551,924
          Accrued liabilities and expenses                                      4,226,981                       1,738,304
          Bank debt                                                             4,780,920                         685,428
          Obligations under hire purchase contracts                             1,750,638                      15,231,850
          Other liabilities                                                        50,899                         217,119
          Acquisition debt payable                                              1,686,000                       1,686,000
                                                                                 ----------------------------------------
TOTAL LIABILITIES                                                              13,228,190                      26,374,870
                                                                           ======================================================

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS EQUITY
          Preferred  stock,  $.01 par value,  2000,000 shares  authorized,  none
          issued or outstanding Common stock, $.001 par value, 10,000,000 shares
          authorized, 2,822,500 shares issued and outstanding
          in 1999 and 1998 respectively                                             2,823                           2,823
          Additional paid-in capital                                           14,122,165                      14,122,165
          Deferred financing costs                                               (70,850)                        (88,600)
          Retained earnings(deficit)                                         (18,325,395)                    (13,570,826)
          Accumulated other comprehensive income                                  924,775                         281,861
                                                                                 ----------------------------------------
TOTAL SHAREHOLDERS EQUITY                                                     (3,346,482)                         747,423
                                                                          ---------------------------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                                       9,881,708                     27,122,293
                                                                           ======================================================


</TABLE>



                                     Page 1

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

                                                                                        For the Three Months ended
                                                                                               February 28
                                                                                 1999                          1998
REVENUE                                                                            $                            $

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


EXPENSES

          Cost of sales                                                        17,785,035                       1,480,587
          Depreciation                                                             85,462                       1,071,956
          General and administration expenses                                     620,197                         489,586
          Amortization of goodwill                                                      0                         157,680
          Interest and other financing costs                                    1,486,467                         575,809
                                                                                 ----------------------------------------
                                                                               19,977,161                       3,775,618
                                                                           =======================================================

LOSS BEFORE PROVISION FOR INCOME TAXES                                        (4,754,569)                       (194,647)

          Provision for income taxes                                                    0                               0
                                                                                 ----------------------------------------
NET (LOSS)                                                                    (4,754,569)                        (194,647)
                                                                           =======================================================

LOSS PER COMMON SHARE (Note 5)                                                     (1.68)                            (.07)
                                                                          ==========================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING                                                                     2,822,500                        2,822,500
                                                                            ======================================================

</TABLE>




                                     Page 2

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


                                                                     For the Three Months
                                                                       Ended February 28,
                                                                                     1999                            1998

                                                                                        $                               $

<S>                                                                           <C>                               <C>      
NET LOSS                                                                      (4,754,569)                       (194,647)

OTHER COMPREHENSIVE INCOME (Note 5b)
          Foreign currency translation adjustments                                633,541                         108,567
                                                                                 ----------------------------------------
COMPREHENSIVE (LOSS)                                                          (4,121,028)                         (86,080)
                                                                           =======================================================

</TABLE>


                                     Page 3

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


                                                                                      For the Three Months ended
                                                                                             February 28
                                                                                 1999                            1998
                                                                                   $                               $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                             <C>                            <C>      
Net (loss)                                                                     (4,754,569)                       (194,647)
Adjustments to reconcile net (loss) to cash provided by operating
activities:
          Depreciation and amortization                                            85,462                       1,071,956
          Amortization of goodwill                                                      -                         157,680
          Deferred financing costs                                                 17,750                          17,750
          Loss on disposal of fixed assets                                      1,474,039                          41,354
Changes in assets and liabilities
          (increase) decrease in accounts receivable                            (353,579)                        (43,342)
          (increase) in inventories                                                     -                        (46,899)
          increase in accounts payable, accrued expenses and other
          liabilities                                                           2,367,731                         438,706
                                                                                 ----------------------------------------
Net cash (utilized) provided from operating activities                         (1,163,166)                      1,442,558
                                                                                -----------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES

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

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

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                           633,541                         108,567
                                                                         ---------------------------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              112,732                         (63,665)

          Cash and cash equivalents, beginning of year                             52,963                          77,354
                                                                         ----------------------------------------------------------
CASH AND CASH EQUIVALENTS END OF YEAR                                             165,695                          13,689
                                                                          =========================================================

</TABLE>

                                     Page 4

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

NOTE 1-DESCRIPTION OF COMPANY

Pride  Automotive  Group,  Inc.(the  Company) was  incorporated  in the State of
Delaware in March 1995.  Pursuant to the terms and condition of a reorganization
in March 1995, the Company issued 1,500,000 shares of its common stock to Pride,
Inc.(an  entity  incorporated  in the State of  Delaware),  thereby  making  the
Company a majority  owned  subsidiary  of Pride,  Inc. in  exchange  for all the
issued and outstanding shares held by Pride, Inc., of Pride Management  Services
Plc (PMS), a  consolidated  group of operating  companies  located in the United
Kingdom which are engaged in the leasing of motor vehicles primarily on contract
hire to local authorities and selected corporate customers throughout the United
Kingdom.  This  exchange  of stock  resulted  in PMS  becoming  a  wholly  owned
subsidiary  of  the  Company.   The  Company,   its  subsidiary  PMS  and  PMS's
subsidiaries  are  referred  to as the  Company  unless  the  context  otherwise
requires.

On November  29,1996,  the  Company,  through its newly  formed  majority  owned
subsidiary,  AC  Automotive  Group Inc. and its wholly owned  subsidiary  AC Car
Group Limited  (registered in the United Kingdom),  completed the acquisition of
certain  assets of AC Cars Limited and  Autokraft  Limited.  These two companies
were engaged in the manufacture and sale of speciality automobiles. The purchase
price of  approximately  $6,067,000  was financed with the proceeds of a private
offering  of the  Company's  common  stock and by  loans.  The  acquisition  was
recorded using the purchase method of accounting.

On  February  12,1998,  the board of  Directors  of AC  Automotive  Group,  Inc.
authorized  the  issuance  of  6,130,000  shares of its  common  stock to Erwood
Holdings, Inc., a company affiliated with Alan Lubinsky, the President and Chief
Executive  Officer and director of the Company and AC Automotive Group, Inc. for
aggregate  consideration of $6,130.  In addition,  441,300 shares were issued to
other unrelated parties for aggregate  consideration of $443.  Following further
restructure and the forgoing issuance of shares,  the ownership of AC Automotive
Group,  Inc.  by the  Company  has been  reduced  to 16%.  Due to the  change in
ownership percentage,  the Company does not believe tat it still has the ability
to  exercise  significant  influence  over  AC  Automotive,   Inc.  Accordingly,
consolidation  is not  considered  appropriate.  The Company's  investment in AC
Automotive  Group,  Inc. is therefore  being  reported  under the cost method of
accounting.

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

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


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


                                     Page 5

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

NOTE 1-DESCRIPTION OF COMPANY (Continued)

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


NOTES 2-FIXED ASSETS

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

                                                                             February 28,                    November 30,
                                                                                     1999                            1998
                                                                              (unaudited)
                                                                                        $                               $
<S>                                                                               <C>                             <C>    
Building and improvements                                                         784,599                         784,599
Revenue producing vehicles                                                      3,642,554                      26,880,979
Furniture, fixtures and machinery                                                 576,270                         576,270
                                                                            ---------------------------------------------
                                                                                5,003,423                      28,241,848
Less: accumulated depreciation                                                  1,175,501                       6,706,761
                                                                             --------------------------------------------
                                                                                3,827,922                      21,535,087
                                                                             ============================================
</TABLE>


NOTE 3-LIABILITIES

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



                                     Page 6

<PAGE>
NOTE 5-NEW ACCOUNTING PRONOUNCEMENTS

(a)     Earnings (Loss) per share

     The Company has adopted  SFAS 128 Earnings Per Share ( SFAS 128 ), which is
effective for periods  ending after December 15, 1997 and has changed the method
of calculating  earnings(loss)  per share. SFAS 128 requires the presentation of
basic and diluted  earnings(loss) per share on the face of the income statement.
Prior period  earnings(loss) per share data has been restated in accordance with
SFAS 128.  Loss per common  share is computed  by  dividing  the net loss by the
weighted average number of common shares outstanding during the period.

(b)     Statement of Comprehensive Income

     The Company has adopted SFAS 130 Reporting  Comprehensive Income , which is
effective for the years beginning  after December  15,1997 and early adoption is
permitted.  Comprehensive  income  consists  of net  income  or loss  and  other
comprehensive income (income,  expenses, gains and losses that bypass the income
statement and are reported directly as a separate component of equity).


                                     Page 7

<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

     Pride Automotive  Group,  Inc. (the Company ) was incorporated in the State
of  Delaware  in  March  1995.  Pursuant  to  the  terms  and  conditions  of  a
reorganisation  agreement  entered  into  in  March  1995,  the  Company  issued
1,500,000  shares of its Common Stock to Pride,  Inc.(an entity  incorporated in
the State of Delaware),in  exchange or all the issued and outstanding  shares of
PMS,  thereby making the Company a majority owned subsidiary of Pride and PMS an
wholly-owned  subsidiary  of the  Company.  PMS is the  holding  Company for six
wholly owned subsidiaries, operating as one unit, located in the United Kingdom.
For  purposes of the  consolidated  financial  statements  of the  Company,  the
statements have been converted to generally  accepted  accounting  principles in
the United States.

     Pride, the Company's  parent, is an entity reporting under the Exchange Act
and its reports may be obtained and reviewed by either contacting the Company or
the Securities and Exchange Commission.  Pride, Inc. on its own has virtually no
operations.  As such,  its financial  viability is  represented by the financial
statements of the Company.  Pride was incorporated as L.H.M.  Corp. in the State
of  Delaware  on August  10,1988 as a blank  check  company,  for the purpose of
seeking  potential  business  ventures through  acquisitions or merger. In April
1990, L.H.M.  Corp.  entered into an agreement and Plan of  Reorganisation  with
International  Sportsfest,  Inc.(  ISI ), a  company  formed  to  engage  in and
establish  sports  expositions  in  sports  merchandise  such  as  clothing  and
equipment.  ISI never engaged in any business  operations.  In January 1994, ISI
entered  into an  Agreement  and Plan of  Reorganisation  with PMS,  whereby PMS
became a wholly-owned subsidiary of ISI and ISI changed its name to Pride, Inc.

     In December 1995, the Company  consummated a private placement  offering of
common stock of 500,000  shares,  which reduced  Pride's  ownership  interest to
72.8%.  In April  1996,  the Company  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 Prides ownership interest to 56.55%.

     On November 29,1996,  the Company,  through its newly formed majority owned
subsidiary,  AC  Automotive  Group Inc. and its wholly owned  subsidiary  AC Car
Group Limited  (registered in the United Kingdom),  completed the acquisition of
certain  assets of AC Cars Limited and Autrokraft  Limited.  These two companies
were engaged in the manufacture and sale of speciality automobiles. The purchase
price of  approximately  $6,067,000  was financed with the proceeds of a private
offering  of the  Company's  common  stock and by  loans.  The  acquisition  was
recorded using the purchase method of accounting.

     On February  12,1998,  the board of Directors of AC Automotive  Group, Inc.
authorized  the  issuance  of  6,130,000  shares of its  common  stock to Erwood
Holdings, Inc., a company affiliated with Alan Lubinsky, the President and Chief
Executive  Officer and director of the Company and AC Automotive Group, Inc. for
aggregate  consideration of $6,130.  In addition,  441,300 shares were issued to
other unrelated parties for aggregate  consideration of $443.  Following further
restructure and the forgoing issuance of shares,  the ownership of AC Automotive
Group,  Inc.  by the  Company  has been  reduced  to 16%.  Due to the  change in
ownership percentage, the Company does not believe that it still has the ability
to  exercise  significant  influence  over  AC  Automotive,   Inc.  Accordingly,
consolidation  is not  considered  appropriate.  The Company's  investment in AC
Automotive  Group,  Inc. is therefore  being  reported  under the cost method of
accounting.

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

                                     Page 8
<PAGE>
     On February  19,1999,  it was  announced  that the  Company had  executed a
Letter of Intent to acquire  all of the  issuance of  7,400,000  shares in Pride
Automotive  common stock. In addition,  the Company also announced that it will,
at the same time,  sell its  ownership  of Pride  Management  Services to Pride,
Inc., its majority  shareholder,  for nominal value.  At this time,  these sales
have not being  consummated and the terms have being  re-negotiated  in light of
the de-listing of the Company's  shares as discussed  below,  and now 14,800,000
shares will be issued.

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


The financial information presented herein include:

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

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

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

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

Results of operations

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

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

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

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

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

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

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

                                     Page 9
<PAGE>
     Interest and  financing  costs  increased by $910,000  when  comparing  the
quarters  ended  February  28,1999,  and February  28,1998,  respectively.  This
increase is mainly due to a early settlement  penalty of $1,410,000  relating to
the  settlement  of the  debt  outstanding  on the  leased  assets  sold,  and a
reduction  in the  level of Hire  purchase  obligations  and bank line of credit
outstanding when comparing the respective quarters.

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

     For the three months ended February 28,1999 and 1998, the Company reported,
after  amortization  of goodwill of ($157,680 for 1998) a loss of $4,754,569 and
$194,647 respectively.

Liquidity and Capital Resources

     Net cash (utilized) provided from operating  activities for the three month
periods ended  February  28,1999 and 1998  aggregated  $1,163,166 and $1,442,558
respectively.  The Company  provided cash of  $16,147,184  and $909,207 from the
sale  of  fixed  assets  for  the  periods  ended  February   28,1999  and  1998
respectively.  For the three month period ended February 28,1998, $3,104,557 was
utilized to purchase revenue producing assets.  Net cash utilized by the Company
from financing  activities  amounted to $15,504,827 as against net cash provided
of  $580,560  for the  three  month  period  ended  February  28,1999  and  1998
respectively

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

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

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



                                     Page 10

<PAGE>
PART II. OTHER INFORMATION


                           Part II - Other Information

ITEM 1.  Legal Proceedings.  None.

ITEM 2.  Changes in Securities.  None.

ITEM 3.  Defaults Upon Senior Securities.  None.

ITEM 4.  Submission of Matters to a Vote.  None.

ITEM 5.  Other Information.  None.

ITEM 6.  Exhibit and Reports on Form 8-k.
<TABLE>
<CAPTION>

            <S>                          <C>                                     
            (a)  Exhibit 27        -     Financial Data Schedule.

                 Exhibit 10.13     -     Agreement Concerning Exchange of Common Stock Among Pride Automtovie  Group, Inc. Digital 
                                         Mafia Enterprises, LLC and The Shareholders of Digital Mafia Enterprises, LLC

</TABLE>


            (b)  None.

                                     Page 11


<PAGE>
                                   SIGNATURES


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


Dated:   April 14, 1999

Pride Automotive Group, Inc.
by: \s\ Alan Lubinsky
Alan Lubinsky









                                    Page 12