SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) JUNE 18, 1999
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DME INTERACTIVE HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-27944 98-015786
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
519 PALISADES AVE., ENGLEWOOD, NEW JERSEY 07632
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, Including area code 201-816-1285
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PRIDE AUTOMOTIVE GROUP, INC.
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(Former Name of Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
On June 18, 1999, Pride Automotive Group, Inc. ("Company"), pursuant to
an Agreement Concerning the Exchange of Common Stock dated March 30, 1999 as
amended ("Agreement"), exchanged 14,800,000 shares of its Common Stock for all
of the membership interests of Digital Mafia Entertainment, LLC ("LLC). Darien
Dash ("Dash"), the principal member of the LLC, is the beneficial owner of all
such shares; 11,840,000 of such shares are owned of record by Dash and 296,000
of such shares are owned of record by Dash as custodian for his minor children.
The record owners of the balance of such shares, which includes his wife
(296,000 shares) and Linda Holmes, his mother (444,000 shares) have granted Dash
an irrevocable proxy to vote such shares and a right of first refusal to
purchase such shares if the holder determines to sell them.
In connection with the foregoing, the directors of the Company resigned
and Darien Dash, Sandi Thomas and Peter A. Levy were elected to fill the
vacancies and now constitute the entire board. Additionally, the existing
officers all resigned and the following were elected to the office indicated.
Darien Dash President (Chief Executive Officer)
Linda Holmes Treasurer (Chief Financial Officer)
and Secretary
Item 2. Acquisition or Disposition of Assets.
In connection with the transaction described in Item I ("Transaction"),
the Company sold all of its interest in its two operating subsidiaries to Pride,
Inc., the owner of more than 50% of the outstanding common stock of the Company
prior to the transaction, for $1.00 each. As disclosed in previous filings with
the Securities and Exchange Commission ("Commission"), the interest in one
subsidiary was deemed to be worthless and NASDAQ questioned the value at which
the other subsidiary was carried on the Company's books. Pride, Inc. has also
indicated to the Company that it would only acquire both subsidiaries for
nominal consideration. As a result of the Transaction, the LLC became a wholly
owned subsidiary of the Company and therefore, the Company acquired all of the
assets, subject to all of the liabilities of the LLC. The assets consist
primarily of equipment, accounts receivable and work in progress. The assets
were acquired solely for common stock of the Company. The assets acquired by the
Company were used by the LLC in the operation of its website development,
e-commerce and software development business that will be continued by the
Company.
2
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Item 4. Change in Registrant's Certifying Accountants.
(a) Effective with the closing of the Transaction on June 18, 1999,
Civvals, the independent accountants, who were engaged as the principal
accountants to audit the Company's financial statements, were dismissed. The
principal accountants' report on the financial statements of the Company for the
fiscal year ended November 30, 1998 contained a qualification as to the
Company's ability to continue as a going concern. The decision to dismiss the
principal accountants was approved by the Board of Directors of the Company in
connection with its approval of the Transaction.
During the Company's last two fiscal years and the subsequent interim
period, there were no disagreements with the former accountants on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
The Company has provided the former accountant with a copy of this
disclosure and has requested that they furnish the Company a letter addressed to
the Commission stating whether they agree with this disclosure and, if not,
stating the respects in which they do not agree.
(b) Effective June 18, 1999, the Company engaged Titus & Mitchell, LLP,
who were the accountants for the LLC prior to the Transaction, as its new
principal accountants. Prior to the Transaction, such firm was not consulted on
any of the matters requiring disclosure under Item 304(a)(2) of Regulation S-K.
Such firm has been requested to review this disclosure and has been given the
opportunity to furnish the Company a letter addressed to the Commission as
required by Regulation S-K.
Item 7. Financial Statements, PRO FORMA Financial Information and Exhibits.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The requisite financial
statements and pro forma financial information will be filed by amendment within
60 days of the date of this report.
(B) EXHIBITS.
3.3 Certificate of Amendment to Certificate of Incorporation
increasing authorized shares
3.4 Certificate of Amendment to certificate of Incorporation changing
name.
16.1 Change of Certifying Accountant
21 Subsidiaries
99.1 Letter from Civvals responding to the disclosures in this Current
Report on Form 8-K.
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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 hereunto duly authorized.
DME Interactive Holdings, Inc.
/S/ DARIEN DASH
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Darien Dash, President
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CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
PRIDE AUTOMOTIVE GROUP, INC.
PRIDE AUTOMOTIVE GROUP, INC. (the ACorporation@) a corporation duly
organized and existing by virtue of the Delaware General Corporation Law, whose
Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware on March 20, 1995,
DOES HEREBY CERTIFY:
FIRST: That by written consent of the directors and a majority of the
shareholders of the Corporation, the Corporation adopted a resolution setting
forth a proposed amendment to the Certificate of Incorporation of the
Corporation declaring said amendment to be advisable and directing that such
amendment be submitted to a majority of the shareholders of the Corporation for
consideration thereof.
SECOND: The Articles of Incorporation of the Corporation are hereby amended
to effect a change in the corporate name of the Corporation so that Article 1 of
the Certificate of Incorporation should read as follows:
"1. The name of the Corporation (hereinafter referred to as the
"Corporation") is DME Interactive Holdings, Inc".
THIRD: That thereafter, pursuant to resolution of its Board of Directors,
the holders of a majority of the outstanding Common Stock of the Corporation
(the only class of capital stock of the Corporation) entitled to vote thereon
approved such amendment by executing a written consent in accordance with
Section 228 of the Delaware General Corporation Law.
FOURTH: This Certificate of Amendment of the Articles of Incorporation was
duly adopted by in accordance with the provisions of Section 242 of the Delaware
General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of the Articles of Incorporation to be executed by its President this
18th day of June, 1999.
By: /S/ DARIEN DASH
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Darien Dash
President
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PRIDE AUTOMOTIVE GROUP, INC.
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PRIDE AUTOMOTIVE GROUP, INC. a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of sale corporation at a meeting duly
convened and held, adopted the following resolution:
RESOLVED that the Board of Directors hereby declares it advisable and in
the best interest of the Company that Article Fourth of the Certificate of
Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which this corporation is
authorized to issue is:
30,000,000 SHARES AT 0.001 PAR VALUE
SECOND: That the said amendment has been consented to and authorized by the
holders of a majority of the issued and outstanding stock entitled to vote by
written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Alan Lubinsky, its President this 15th day of June A.D. 1999.
/s/ ALAN LUBINSKY
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ALAN LUBINSKY
CIVVALS
Chartered Accountants
&
Registered Auditors
Marble Arch House
66-68 Seymour Street
London W1H 5AF
Telephone 0171 258 3461
Fax 0171 262 2757
06/PR115/LNF/DTB
The Securities and Exchange Commission
450 5th Street NW
Washington DC
20549
USA
24th June 1999
Dear Sirs:
DME INTERACTIVE HOLDINGS INC.
(FORMERLY KNOWN AS PRIDE AUTOMOTIVE GROUP, INC.)
FILE REFERENCE NO: 0/27944
We were previously the principal accountants for Pride Automotive Group,
Inc. and, under the date of March 22nd, 1999, we reported on the consolidated
financial statements of Pride Automotive Group, Inc. and subsidiaries as of and
for the years ended November 20th, 1998 and 1997. On June 18th, 1999, we
resigned. We have read DME Interactive Holdings, Inc's statements included under
Item 4 of its Form 8-K dated June 18th, 1999, and we agree with such statements.
Your faithfully,
/s/ Civvals
Civvals
EXHIBIT 21
Subsidiaries of Registrant
NAME STATE OF FORMATION % OWNERSHIP
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Digital Mafia, LLC N.J. 100%
