SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB





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

                        For the period ended May 31,1999

                        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 May 31,1999



<PAGE>

                          PRIDE, INC. AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                                                  May 31,    November 30,
                                                                                                     1999            1998
                                                                                                unaudited
                                                                                                 ---------      ---------
ASSETS

<S>                                                                                          <C>                   <C>
         Cash and cash equivalents .......................................................   $      2,653          54,953
         Accounts receivable .............................................................      1,653,243       1,571,983
         Property revenue producing vehicles and equipment-net ...........................      3,511,237      21,599,835
         Investment ......................................................................      4,048,460       4,048,460
                                                                                             ------------    ------------

TOTAL ASSETS .............................................................................   $  9,215,593      27,275,231
                                                                                             ============    ============


LIABILITIES AND SHAREHOLDERS EQUITY

LIABILITIES
         Bank line of credit .............................................................         64,599       6,264,245
         Accounts payable ................................................................        531,623         558,314
         Accrued liabilities and expenses ................................................      4,387,303       1,738,304
         Bank debt .......................................................................      4,851,109         685,428
         Obligations under hire purchase contracts .......................................      1,401,069      15,231,850
         Acquisition debt payable ........................................................      1,686,000       1,686,000
         Loans Payable ...................................................................         34,610          34,610
         Other liabilities ...............................................................         31,299         249,842
                                                                                             ------------    ------------
TOTAL LIABILITIES ........................................................................     12,893,612      26,448,593
                                                                                             ============    ============

MINORITY INTERESTS .......................................................................              0         370,043

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS EQUITY
         Preferred  stock,  $.001 par value,  5000,000 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 ......................................................      8,332,894       8,332,894
         Retained earnings(deficit) ......................................................    (12,633,519)     (7,903,830)
         Deferred financing costs ........................................................        (26,984)        (44,734)
         Foreign Currency Translation ....................................................        551,599          68,273
                                                                                                  -------          ------

TOTAL SHAREHOLDERS EQUITY ................................................................     (3,678,019)        456,595
                                                                                               ==========         =======

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY ................................................      9,215,593      27,275,231
                                                                                                =========      ==========
</TABLE>





                                     Page-1
<PAGE>


                          PRIDE, INC AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                              For the Six months          For the three months
                                                                                 ended May 31,               ended May 31,
                                                                                 -------------               -------------


                                                                              1999           1998          1999           1998
                                                                              ----           ----          ----           ----
REVENUE                                                                    $            $                $            $

<S>                                                                        <C>          <C>              <C>          <C>
         Contract hire income ......................................       447,100      4,901,659        119,602      2,459,795
         Sale of vehicles ..........................................    14,999,816      1,604,359        177,829        787,247
         Fleet management and other income .........................       172,377        554,743         99,270        232,642
                                                                       -----------    -----------    -----------    -----------

                                                                        15,619,293      7,060,761        396,701      3,479,684
                                                                       ===========    ===========    ===========    ===========

EXPENSES

         Cost of sales .............................................    18,086,710      2,922,537        301,675      1,441,950
         Depreciation ..............................................       179,259      2,252,844         84,547      1,180,888
         General and administration expense ........................       891,292        890,610        270,074        399,554
         Amortization of goodwill ..................................             0        315,359              0        157,680
         Interest and other financing costs ........................     1,561,791      1,101,731         75,324        525,921
                                                                       -----------    -----------    -----------    -----------

                                                                        20,719,052      7,483,081        731,620      3,705,993
                                                                       ===========    ===========    ===========    ===========

LOSS BEFORE MINORITY INTERESTS .....................................    (5,099,759)      (422,320)      (334,919)      (226,309)

         Minority interests in net loss of consolidated subsidiaries       370,043        193,906              0        102,674

LOSS BEFORE  PROVISION FOR INCOME TAXES ............................    (4,729,716)      (228,414)      (334,919)      (123,635)
         Provision for income taxes ................................             0              0              0              0

NET (LOSS) .........................................................    (4,729,716)      (228,414)      (334,919)      (123,635)

LOSS PER COMMON SHARE (Note 5A)

         Net Loss before minority interests ........................   $     (2.56)   $      (.21)   $      (.17)   $      (.11)
         Minority interests in net loss of subsidiary ..............           .19            .10              0            .05
                                                                       -----------    -----------    -----------    -----------
                                                                       $     (2.37)   $      (.11)   $      (.17)   $      (.06)
                                                                       ===========    ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING (Note 5a) ..............................................     1,995,357      1,995,357      1,995,357      1,995,357
                                                                        ===========    ===========    ===========    ===========
</TABLE>


                                     Page-2
<PAGE>







                           PRIDE,INC AND SUBSIDIARIES
        CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                                 For the six months       For the Three Months
                                                                                 Ended May 31,            Ended May 31,
                                                                                 1999        1998         1999          1998
                                                                                 ----        ----         ----          ----

                                                                            $             $               $             $
<S>                                                                        <C>           <C>             <C>           <C>
NET LOSS ......................................................            (4,729,716)   (228,414)       (334,919)     (123,635)

OTHER COMPREHENSIVE INCOME
         Foreign currency translation adjustments .............               616,981     400,738        ( 16,844)      343,256
                                                                              -------     -------          ------       -------

COMPREHENSIVE (LOSS) INCOME ...................................            (4,018,735)    172 324        (351,763)      219,621
                                                                           ==========     ========       ========       =======
</TABLE>



                                     Page-3
<PAGE>
<TABLE>
<CAPTION>


                           PRIDE,INC AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                                                                For the six months ended May 31,
                                                                                    1999          1998
                                                                                    ----          ----

<S>                                                                             <C>              <C>
Net (loss) .................................................................    (4,729,716)      (228,414)
Adjustments to reconcile net (loss) to cash
(utilized) provided by operating activities:
         Minority interests in net loss of subsidiaries
                                                                                  (370,043)      (193,906)
         Depreciation and amortization .....................................       179,259      2,252,844
         Amortization of goodwill ..........................................          --          315,358
         Deferred financing costs ..........................................        17,750         17,400
         Loss on disposal of fixed assets ..................................     1,580,370        129,634
Changes in assets and liabilities
         (Increase) in accounts receivable .................................       (81,260)
         Increase (Decrease) in accounts payable, accrued expenses and other
         liabilities .......................................................     2,403,765       (189,177)
                                                                                 ---------       --------

Net cash (utilized) provided from operating activities .....................      (999,875)     1,976,325

INVESTING ACTIVITIES

Purchase of revenue producing assets .......................................         0         (5,492,212)
Proceeds from sale of fixed assets .........................................    16,317,110      2,147,269
                                                                                ----------      ---------
         Net cash provided (utilized) by investing activities ..............    16,317,110     (3,344,943)
                                                                                ----------     ----------

FINANCING ACTIVITIES
         Increase( Decrease) in bank lines of credit .......................    (6,261,592)       391,515
         Increase in bank debt .............................................     4,160,000              0
         Principal payment of long term debt ...............................       (54,143)
         Proceeds from hire purchase contract funding ......................             0      5,255,114
         Principal repayments of hire purchase funding .....................   (13,830,781)    (4,713,853)
                                                                               -----------     ----------
Net cash(utilized) provided from financing activities ......................   (15,986,516)       896,503
                                                                               -----------        -------

EFFECT OF EXCHANGE RATE CHANGES ON CASH ....................................       616,981        400,738

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .......................       (52,300)       (71,377)

         Cash and cash equivalents, beginning of year ......................        54,953         84,227
                                                                                    ------         ------
CASH AND CASH EQUIVALENTS END OF YEAR ......................................         2,653         12,850
                                                                                    =====         ======
</TABLE>

                                     Page-4
<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 Sportfest, Inc. in the state of Delaware on September 11,1988. The
Company was a  development  stage  company  with no  operations  though  January
13,1994.On the 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 Sportfest, 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 acquirer in a
reverse acquisition.

Pursuant  to the  acquisition,  the Company  issued an  aggregate  of  9,000,000
(900,000  shares-post  Reverse  stock  split)  shares of its common stock to the
stockholders of PMS in the acquisition. The 9000,0000 (pre-reverse split) shares
represented  89% of the  10,155,350  (pre-reverse  split) shares of common stock
outstanding immediately after the acquisition.  The 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, 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.

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
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 PAG has been  reduced to 16%.  Due to the  change in  ownership
percentage,  PAG does not  believe  that it still has the  ability  to  exercise
significant influence over AC Automotive, Inc. Accordingly, consolidation is not
considered  appropriate.  PAG's  investment  in AC  Automotive  Group,  Inc.  is
therefore being reported under the cost method of accounting.

On December 11,1998, PAG ,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, PAG wrote off its related  goodwill,  which had a carrying
value of $8,444,147, at November 30,1998.

                                     Page-5
<PAGE>


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

On February  19,1999,  it was  announced  that the PAG had  executed a Letter of
Intent to acquire 100% of the capital stock of Digital Mafia Entertainment,  LLC
in exchange for 7,400,000  shares of that Company's  common stock.  On March 31,
1999 PAG executed a definitive Share Exchange  agreement with Digital on revised
terms to which it  agreed to issue  14,800,000  shares  of its  common  stock to
shareholders of Digital. The increase in the number of shares issued is a result
of the NASDQ  notification on March 12, 1999 that the PAG's  securities had been
delisted for among other things,  failure to maintain  tangible book value of at
least $ 2,000,000.  Subsequently PAG's common stock and the warrants were listed
on the NASD Bulletin Board and began trading on May 7, 1999.

Due to this change in ownership in PAG,  completed on June 18,1999 the Company's
interest will have been reduced to approximately 6%.  Accordingly  consolidation
will no  longer  be  appropriate  and the  Company's  investment  in PAG will be
reported under the cost method of accounting.

In addition,  PAG  announced  that it was selling its wholly  owned  subsidiary,
Pride Management Services Plc to the Company for a nominal  consideration f $ 1.
PMS has a negative  net worth and is winding down its  operations.  In addition,
PAG's 16% interest in AC Automotive  Group,  Inc.  valued at $4,048,460 was also
sold  to the  Company  for as  nominal  consideration  of $ 1.  The  sale of the
Automotive  interest  to the  Company  is  coupled  with  the sale by PAG of its
interest to the Company for the sum of $ 1.

As part of the above transactions, Noteholders holding in PAG of approximately $
1,425,000  principal of debt have agreed to convert  their notes to common stock
in PAG

PAG will also raise gross proceeds of  approximately  $ 1,000,000 from a private
offering of common stock,  the majority of the proceeds from the offering  being
loaned to Digital Mafia.

The above transactions closed on June 18, 1999

It is the intention of the newly  appointed  board of directors of Digital Mafia
to change the name of Pride Automotive Group, Inc. to DME Interactive  Holdings,
Inc.

In the opinion of management,  the accompanying  unaudited interim  consolidated
condensed financial  statements of Pride Inc. and its subsidiaries,  contain all
adjustments  necessary to present fairly the Company's  financial position as of
May  31,1999  and the  results  of its  operations  for the six and three  month
periods  ended May  31,1999  and 1998 and cash  flows for the six month  periods
ended May 31,1999 and 1998.

NOTES 2-FIXED ASSETS

Fixed assets consists of the following:

                                              May 31,       November 30,
                                              1999               1998
                                             (unaudited)
                                              $                 $
Building and improvements                     784,599            784,599
Revenue producing vehicles                  3,306,532         26,880,979
Furniture, fixtures and machinery             576,270            576,270
                                              -------            -------
                                            4,667,401         28,241,848
Less: accumulated depreciation              1,156,164          6,706,761
                                            ---------          ---------
                                            3,511,237         21,535,087
                                            =========         ==========



                                     Page-6
<PAGE>


NOTE 3-LIABILITIES

Included in  liabilities  as of May  31,1999,  are amounts in the  aggregate  of
$1,258,777  which are not due and payable  until after May 31,2000.  This amount
consists of amounts due to loans payable and equipment notes payable.

NOTE 4-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 56.45%.

In  November  1996,PAG  completed  a private  placement  of  17units,  each unit
consisting of a 10%  promissory  note in the amount of $95,000 and 10,000 shares
of the Company's common stock for the aggregate price of $100,000.The  effect of
this placement reduced the Company's investment in PAG to 53,33%.

In August  1998,  the  Company  sold 70,000  shares of PAG common  stock for net
proceeds of $235,870, realizing a loss of $57,236.

As a result of this  transaction,  the Company now holds 1,425,000 shares of PAG
common stock.  Following a further  restructure of PAG during this quarter,  The
Company controlled 50.71% of the voting rights in the issued common stock of PAG

Due to the fact that PAG has negative equity,  the minority  interest  liability
has been reduced to nil


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,  Inc. (the "Company")  which is a holding  company,  was  incorporated as
International Sportsfest, Inc in the State of Delaware on September 11,1998. 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)  shares of its common stock to the
stockholders of PMS in the acquisition. The 9000,0000 (pre-reverse split) shares
represented  89% of the  10,155,350  (pre-reverse  split) shares of common stock
outstanding immediately after the acquisition.  The 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 December 1995, PAG consummated a private  placement  offering of common stock
of 500,000 shares,  which reduced Pride's ownership  interest to 72.8%. In April
1996, PAG 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 Pride's  ownership  interest
to 56.55%.

In November 1996, PAG completed a private placement of 17 units, each consisting
of a 10%  promissory  note in the  amount of $95,000  and  10,000  shares of the
Company's  common stock for the aggregate price of  $100,000.The  effect of this
placement reduced the Company's investment in PAG to 46.87%.

In August  1998,  the  Company  sold 70,000  shares of PAG common  stock for net
proceeds  of  $235,870,  realizing  a  loss  of  $57,236.As  a  result  of  this
transaction,  the  Company  holds  1,425,000  shares of PAG common  stock  which
represents a 50.49% investment.

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,  PAG does not  believe  that it still has the  ability to
exercise   significant   influence   over  AC  Automotive,   Inc.   Accordingly,
consolidation is not considered  appropriate.  PAG's investment in AC Automotive
Group, Inc. is therefore being reported under the cost method of accounting.

On December 11,1998, PAG, 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 PAG had  executed a Letter of
Intent to acquire 100% of the Capital Stock of Digital Mafia Entertainment, LLC.
In exchange for 7,400,000  shares in that Company's  common Stock.  On March 31,
1999 PAG executed a definitive Share Exchange  Agreement with Digital on revised
terms to which it  agreed to issue  14,800,000  shares  in its  common  stock to
shareholders  of  Digital.  This  increase  in the number of shares  issued is a
result of the NASDAQ notification on March 12,1999 that the PAG's securities had
been delisted for, among other things,  failure to maintain  tangible book value
of at least $ 2,000,000.  Subsequently,  PAG's  common  stock and warrants  were
listed on the NASD Bulletin  Board an began trading on May 17,1999.  Due to this
change in ownership in PAG,  completed on June 18, 1999 the  Company's  nterests
will have been reduced to approximately 6%.  Accordingly,  consolidation will no
longer be appropriate and the Company's investment in PAG will be reported under
the cost accounting method.

In addition,  PAG  announced  that it was selling its wholly  owned  subsidiary,
Pride  Management  Services Plc to the Company for a nominal  consideration of $
1.00.  PMS has a  negative  net  worth  and is  winding  down its  business.  In
addition,  PAG's 16% interest in AC Automotive Group, Inc. valued at $ 4,048,460
was sold to the  Company  at a nominal  consideration  of $ 1.00 The sale of the
Automotive  interest  to the  Company  is  coupled  with  the sale by PAG of its
interest in PMS to the Company for the sum of $ 1.00.

As a part of the above transactions, Noteholders holding in PAG of approximately
$ 1,425,000 principal of debt have agreed to convert their notes to common stock
of PAG

PAG will also raise  approximately  $ 1,000,000  from a private  offering of its
common  stock the majority of the  proceeds  from the  offering  being loaned to
Digital Mafia.

The above transaction closed on June 18, 1999

It is the intention of the newly  appointed  board of directors of Digital Mafia
to  change  the  name  of  Pride  Automotive   Group,  Inc  to  DME  interactive
Holdings,Inc. to reflect the new business direction of PAG

The financial information  presented herein include: (I) Consolidated  Condensed
Balance  Sheets  as of May  31,1999  and  November  30,1998;  (ii)  Consolidated
Condensed Statements of Operations for the Six and Three Month periods Ended May
31,1999 and 1998;  (iii)  Consolidated  Condensed  Statements  of  Comprehensive
income  (loss) for the Six and Three Month  Periods  Ended May 31,1999 and 1998;
(iv) Consolidated  Condensed  Statements of Cash Flows for the Six Month Periods
Ended May 31,1999 and 1998.

Results of operations

During  the six  month  period  to May  31,  1999,  the  Company  through  PAG's
subsidiary, PMS, 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 six month period ending May 31,1999
and May 31,1998 respectively.

In addition to this sale, 44  additional  vehicles were disposed of at a loss of
$149,363. During the corresponding quarter in 1998, 94 vehicles were disposed of
on termination of contracts at a profit of $98,351.

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 May 31,1998,  67 new contracts  were written at an average  rental of $667
per vehicle.

As of May 31, 1999, 54 vehicles were subject to contract.

Fleet management income has also reduced substantially due to the termination of
all contracts during the quarter.

Cost of sales has  increased  substantially  as a result of the disposal of 1016
vehicles discussed above. This has resulted in a large reduction in depreciation
due to the reduction in the fleet when  comparing the quarters ended May 31,1999
and May 31,1998 respectively.



                                    Page-9
<PAGE>

General and  administration  remained  unchanged  when  comparing the six months
ending  May  31,1999  and May  31,1998.  Although  overheads  have been  reduced
substantially,  the  unchanged  position  is a result  of a large  write  off of
uncollectable  debts of approximately  $250,000 and a provision for professional
fees of $100,000 relating to the Group restructure.

For the three  months  ended May 31, 1999  General and  Administrative  expenses
decreased  by  approximately  33% which is in line with the winding  down of the
leasing operations.

Interest and financing costs increased by $450,000 when comparing the six months
ended  May  31,1999,  and May  31,1998,  respectively.  Interest  costs  reduced
substantially  as a result of the reduction in Hire Purchase funding relating to
the substantial asset sale and restructure of the bank line of credit.  However,
this was offset by the early  settlement  penalty of $1,410,000  relating to the
debt outstanding on the leased assets sold on December 11, 1998.

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

For the six months  ended May 31,1999  and 1998,  the  Company  reported,  after
amortization  of  goodwill  ($315,360  for  1998),  a loss of  ($4,729,716)  and
($228,414) respectively.

For the three months  ended May 31,1999 and 1998,  the Company  reported,  after
amortization  of  goodwill  ($157,680  for  1998),  a  loss  of  ($334,919)  and
($123,635) respectively.


Liquidity and Capital Resources

Net cash (utilized) provided from operating activities for the six month periods
ended May 31,1999 and 1998  aggregated  $(999,875) and $1,976,325  respectively.
The Company  provided cash of $16,317,110  and $2,147,269 from the sale of fixed
assets for the  periods  ended May 31,1999  and 1998  respectively.  For the six
month  period  ended May 31,1998,  $5,492,212  was utilized to purchase  revenue
producing  assets.  Net cash utilized by the Company from  financing  activities
amounted to  $15,986,516  as against net cash  provided of $896,503  for the six
month period ended May 31,1999 and 1998 respectively

Due to 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 PAG 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.  After receiving a notice of delisting
from NASDAQ,  PAG renegotiated the terms of the acquisition and agreed to double
to number of shares to be issued to DME to 14,800,000.

PAG also announced  that it will, at the same time,  sell its ownership of Pride
Management  Services as well as its 16% interest in AC Automotive group, Inc. to
the Company for nominal value ($1 each). The sale was completed on June 18, 1999

Management  will raise capital through the sale of its PAG stock for the purpose
of meeting its financial obligations. If the 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.  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:  July 13, 1999

        Pride, Inc.

by: \s\ Alan Lubinsky
        Alan Lubinsky