SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                   FORM 10-KSB
                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

    For the Fiscal Year Ended March 31, 2000 Commission File No. 033-24178-A

                            Mason Hill Holdings, Inc.
                            -------------------------
                 (Name of Small Business Issuer in Its Charter)


<TABLE>
<CAPTION>
<S>                                                                             <C>
                    Delaware                                                    65-0109088
         (State or Other Jurisdiction of                                        (I.R.S. Employer
         Incorporation or Organization)                                         Identification Number)
</TABLE>

                    110 Wall Street, New York, New York 10005
                  ----------------------------------- ---------
               (Address of principal executive offices) (Zip Code)

                                 (212) 425-3000
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

     Securities registered pursuant to Section 12(b) of the Exchange Act: [NONE]
Securities  registered pursuant to Section 12(g) of the Exchange Act: [ ] Common
Stock, $.001 Par Value Per Share

     Check whether the Issuer: (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 (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 [] No x

     Check if there is no disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-B contained herein, and no disclosure will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.

     The Company's revenues for its most recent fiscal year were $12,781,573.

     The aggregate  market value of the voting stock held by  non-affiliates  of
the Company was $1,552,136.50 as of August 10, 2000 based on the average bid and
asked prices of such stock as of that date.

     There were 15,076,272  shares of Common Stock,  $.001 par value outstanding
as of August 10, 2000.
<PAGE>
                           Forward-Looking Statements

This report contains forward-looking  statements. The forward-looking statements
include  all  statements  that  are  not  statements  of  historical  fact.  The
forward-looking  statements are often identifiable by their use of words such as
"may,"  "expect,"  believe,"  "anticipate,"  "intend,"  "could,"  "estimate," or
"continue,"  "plans" or the negative or other  variations of those or comparable
terms. Our actual results could differ  materially from the anticipated  results
described  in the  forward-looking  statements.  Factors  that could  affect our
results   include,   but  are  not  limited  to,  those  discussed  in  Item  6,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and included elsewhere in this report.



In this Annual Report,  "Mason Hill Holdings," "we," "us," and "our" each refers
to Mason Hill Holdings, Inc. and, where appropriate, to our subsidiaries.

                                     PART I


Item 1.  DESCRIPTION OF BUSINESS.

OVERVIEW

     Mason Hill Holdings through our wholly-owned subsidiary,  Mason Hill & Co.,
Inc. ("Mason Hill & Co."),  offers a full line of securities  brokerage services
to our  clients.  Mason  Hill  & Co.  is a  broker-dealer  registered  with  the
Securities and Exchange  Commission and a member of the National  Association of
Securities  Dealers,  Inc.  Mason Hill & Co. is  currently  licensed  to conduct
activities as a broker-dealer in forty-five (45) states. Mason Hill & Co. offers
a full line of  securities  brokerage  services to its  clients,  including  the
purchase  and sale of  listed  and  over-the-counter  securities,  fixed  income
instruments,  annuities and mutual funds. In addition,  Mason Hill & Co. engages
in investment  banking activities for small to mid-size companies by structuring
their financing and raising capital through private  placements,  initial public
offerings and  secondary  offerings.  Mason Hill & Co. also  provides  financial
consulting services to publicly and privately held companies.

     Mason Hill & Co. intends to expand its business, primarily through internal
growth and  possibly  through  acquisitions.  Mason Hill & Co. does not have any
planned or  proposed  acquisitions  at the  present  time.  Notwithstanding  the
foregoing,  Mason  Hill & Co.  is  considering  entering  into a  joint  venture
arrangement with Millennium Planning, located in Red Bank, New Jersey. Millenium
Planning  is  engaged in the sale of  insurance  products  and offers  financial
planning services.

OUR HISTORY

     Mason Hill Holdings is a Delaware corporation originally incorporated under
the name International  Sportfest,  Inc. in the state of Delaware,  on September
11, 1988. The Company was a development stage company with no operations through
January  1994.  In January  1994,  the Company  acquired  100% of the issued and
outstanding  common stock of Pride  Management  Services Plc ("PMS").  PMS was a
holding  company  of six  subsidiaries,  in the United  Kingdom,  engaged in the
leasing of motor vehicles  primarily on contract hire to local  authorities  and
selected corporate customers throughout the United Kingdom.  Simultaneously with
the acquisition,  the Company changed its name from International Sportfest Inc.
to Pride,  Inc. From January 1994 through  October 1999, the Company  engaged in
the leasing of motor vehicles on contract hire to local authorities and selected
corporate customers throughout the United Kingdom.
<PAGE>
     On October 1, 1999,  Mason Hill Holdings  consummated an acquisition of all
of the issued and  outstanding  stock of Mason Hill & Co., in  exchange  for the
issuance of 15,886,618 shares of Common Stock of Mason Hill Holdings. As part of
the completed transaction, Mason Hill Holdings changed its name from Pride, Inc.
to Mason Hill Holdings,  Inc.,  reduced its authorized  capital from 500,000,000
shares of common stock to 20,000,000 shares, and accepted the resignation of its
officers and replaced  them with the officers of Mason Hill & Co. In addition to
the foregoing,  Mason Hill Holdings (i) reorganized its AC Investments and Pride
Management Services Investments,  Inc. subsidiaries as wholly-owned subsidiaries
of  AC  Holdings,   Inc.,  (ii)  delivered   350,000  shares  of  Digital  Mafia
Entertainment common stock to AC Holdings as a capital  contribution,  and (iii)
it spun-off 743,000 shares of Digital Mafia  Entertainment  common stock that it
owned  to  its  shareholders.  AC  Holdings  is a  newly  formed  minority-owned
subsidiary of Mason Hill  Holdings that Mason Hill Holdings  intends to spin-off
to its  shareholders.  Finally,  simultaneous with the closing of the agreement,
Mason Hill Holdings' stock underwent a 1 for 2 reverse split.

INDUSTRY

         Securities Industry Regulation

     The  securities  industry  in the United  States is  subject  to  extensive
regulation  under both  federal and state  laws.  The  principal  purpose of the
regulation is to regulate  broker-dealers,  protect customers and the securities
markets. The SEC is the federal agency responsible for the administration of the
federal  securities  laws.  Mason  Hill & Co.  is  registered  with the SEC as a
broker/dealer.  Most of the regulation of  broker/dealers  has been delegated by
the SEC to self-regulatory  organizations ("SROs"),  principally the NASD, which
is Mason Hill & Co.'s primary regulator.  These SROs adopt rules (subject to SEC
approval) that govern the industry.  They conduct  periodic  examinations of all
the operations of all broker/dealers.  Pursuant to a membership  agreement,  the
NASD  sets  forth   activities   a  member  firm  is  permitted  to  engage  in.
Broker/dealers  are also subject to extensive  regulation  by the states and the
District of Columbia.  Mason Hill & Co. also is or will be subject to regulation
by any foreign  jurisdiction  or  subdivision  thereof where it seeks to conduct
business.

     Broker/dealers  are  subject to  regulations  covering  all  aspects of the
securities   business,   including   sales  methods,   trade   practices   among
broker/dealers,  use and safekeeping of customers funds and securities,  capital
structure,  record-keeping and the conduct of officers, directors and employees.
Mason Hill & Co. is required to comply with many complex and  evolving  laws and
rules, including rules relating to electronic trading.

     Additional legislation,  changes in rules promulgated by the SEC, the NASD,
other SROs or one or more states, or changes in the enforcement of existing laws
and rules,  may  directly  affect the mode of  operation  and  profitability  of
broker/dealers  in general.  The SEC, the NASD,  other SROs and state securities
commissions may conduct administrative proceedings, which can result in censure,
fine, the issuance of cease-and-desist  orders or the suspension or expulsion of
a broker/dealer or any of its officers or employees.  Mason Hill & Co.'s ability
to comply with all applicable laws and rules is dependent in large part upon the
maintenance  of  a  compliance  system   reasonably   designed  to  ensure  such
compliance. The principal purpose of regulation and discipline of broker/dealers
is  the  protection  of  customers  and  the  securities  markets,  rather  than
protection of creditors and shareholders of broker/dealers.

     Mason Hill & Co. is a member of Securities Investor Protection  Corporation
("SIPC"),  which provides,  in the event of the liquidation of a  broker/dealer,
protection for customers  accounts held by such  broker/dealer of up to $500,000
for each  customer  account,  subject to a limitation of $100,000 for claims for
cash  balances.  Additionally,  Mason  Hill & Co.'s  clearing  firm,  CIBC World
Markets  ("CIBC"),  which carries customer funds and securities for Mason Hill &
Co., provides additional supplemental insurance for each customer account in the
form of an excess securities bond.
<PAGE>
     To the extent that Mason Hill & Co.  solicits  orders from its customers or
make  investment  recommendations,   it  is  subject  to  additional  rules  and
regulations governing, among other things, the suitability of recommendations to
customers and sales practices.

     Net Capital Requirements

     As a registered  broker/dealer  and member of the NASD, Mason Hill & Co. is
subject to net capital rules, which specify minimum net capital requirements for
broker/dealers  and are designed to measure the general financial  integrity and
liquidity of a broker/dealer. Such rules require that at least a minimum part of
its assets be kept in relatively liquid form. Net capital is essentially defined
as net worth  (assets  minus  liabilities),  plus other  allowable  credits  and
qualifying subordinated borrowings less certain mandatory deductions that result
from  excluding  assets  that are not  readily  convertible  into  cash and from
valuing  certain  other  assets,  such  as a  firm's  positions  in  securities,
conservatively.  Among these deductions are adjustments  (called  "haircuts") in
the market value of securities to reflect the  possibility  of a market  decline
prior to disposition.

     As of March 31,  2000,  Mason Hill & Co. was  required to maintain  minimum
"net capital," in accordance  with SEC rules,  of  approximately  $100,000.  The
failure of a  broker/dealer  to maintain its minimum  required net capital would
require  it to cease  executing  customer  transactions  until it came back into
compliance,  and could cause it to lose its NASD  membership,  its  registration
with  the  SEC,  or  require  its  liquidation.   Further,   the  decline  in  a
broker/dealer's  net capital below certain "early  warning  levels," even though
above  minimum  net  capital   requirements,   could  cause   material   adverse
consequences to the broker/dealer.

     Mason Hill Holdings believes that at all times Mason Hill & Co. has been in
compliance  in all material  respects  with the  applicable  minimum net capital
rules of the SEC and the NASD.  As of March 31,  2000,  Mason Hill & Co. had net
capital of approximately  $1,034,000 or approximately  $925,000 in excess of the
minimum amount required.

OUR BUSINESS

     Retail and Institutional Sale of Securities

     Mason  Hill & Co.  derives  a  significant  portion  of its  revenues  from
commissions   on   brokerage   transactions   resulting   from  the  retail  and
institutional  sale of equity  securities.  Mason Hill & Co.'s customers include
both United States and foreign individuals and high net worth individuals.

     Mason Hill & Co. earns retail  commissions  from brokerage  transactions in
Nasdaq,  as well as  securities  listed on the NYSE and AMEX.  Depending  on the
circumstances,  Mason  Hill & Co.  acts as  either  principal  or  agent  in the
execution  of  trades  in  these  markets.  In  executing  customer  orders  for
over-the-counter securities in which it does not make a market, Mason Hill & Co.
will charge a  commission  and act as agent for the  customer in the purchase or
sale of the security.  Mason Hill & Co. employs registered  representatives  who
principally engage in the retail sale of securities.

     Trading and Market-Making Activities

     Mason Hill & Co. is subject to the "Net  Capital  Rule," which rule governs
the amount of securities that Mason Hill & Co. may buy, sell or inventory. Mason
Hill & Co. purchases some securities for inventory,  in order to "make a market"
in such securities.  As a market-maker,  Mason Hill & Co. is required to publish
bona fide bid and offer quotations in a quotation system  (generally  Nasdaq) or
furnish bona fide quotations to other broker-dealers upon request.  Mason Hill &
Co., as a market maker, must be ready to buy and sell reasonable quantities of a
security at its quoted prices. Consequently, Mason Hill & Co. has its capital at

<PAGE>
risk when it conducts such market-making activities. The number of securities in
which Mason Hill & Co. is  permitted to make a market is limited by Mason Hill &
Co.'s  restriction  agreement  with the NASD and the net capital  rule under the
NASD's  regulations  (the "Net Capital Rule").  The restriction  letter from the
National  Association of Securities Dealers,  Inc. ("NASD"),  under the terms of
which  Mason  Hill & Co. is  operating,  currently  permits  Mason Hill & Co. to
engage  in  "making a  market"  in  corporate  securities  of up to twenty  (20)
issuers.  Mason Hill & Co. is currently  seeking an amendment to its restriction
letter to allow it to engage in "making a market" in corporate  securities of up
to thirty (30) issuers.

     In executing  customer  orders for Nasdaq  securities  in which it does not
make a market,  Mason Hill & Co.  charges a  commission  and acts as a broker in
executing  the  order  with  another  firm  which is a  market-maker.  Brokerage
commissions  are also charged on NYSE and AMEX  transactions  in accordance with
Mason  Hill & Co.'s  commission  schedule.  Mason Hill & Co.  executes  customer
orders for securities listed on the NYSE, AMEX or on Nasdaq through its clearing
firm, CIBC.

     Mason Hill & Co. also  engages in  securities  trading for its own account.
Trading  profits or losses depend on the skills of Mason Hill & Co.'s  employees
in  market-making  activities,  the amount of capital  allocated  to  securities
positions,  the  volatility of the  securities  markets and the general trend of
prices in the securities markets. Trading as a principal requires the commitment
of capital and creates an opportunity for profit as well as the risk of loss due
to market fluctuations.  Mason Hill & Co. takes both long and short positions in
securities  in which  it  makes a  market.  If  Mason  Hill & Co.  is in a short
position  with  respect to any  security,  it may be  subject  to a  significant
liability if it is unable to cover the short  position.  The size of  securities
positions  on any  one  day  may not be  representative  of  Mason  Hill & Co.'s
exposure on any other day, as securities  positions  vary  substantially  on the
basis of economic and market conditions,  allocations of capital,  including the
amount of capital that may be committed to underwritings, and trading volume. In
addition,  the aggregate value of inventories that Mason Hill & Co. may carry is
limited by certain reserve requirements imposed by the Net Capital Rule.

     Investment and Merchant Banking

     Mason Hill & Co.'s  activities in this area includes the raising of capital
for  corporations,  founding  and  developing  new  corporations,  acting  as an
underwriter  in public  offerings  of equity  and debt  securities  for small to
mid-size  firms and as placement  agent in the private  placement of securities.
Mason Hill & Co. has acted in such public  underwritings  as both the  syndicate
manager or  syndicate  member and intends to  continue  such  activities  in the
future.  Mason Hill & Co.  has in the past and may  continue  to arrange  for or
provide  investment   candidates  with  bridge  or  temporary   financing  until
consummation of a public offering.

     Mason Hill & Co., while engaged in investment banking  activities,  intends
to provide a full complement of services to its corporate clients. This not only
involves  the  private  and  public   financing  of  a  corporation,   but  also
participation in the  corporation's  development as an active  investment banker
and consultant.  Mason Hill & Co. may additionally  attempt to raise capital for
its  corporate  clients in  connection  with  mergers,  acquisitions,  leveraged
buy-outs, divestitures,  asset-based financing and corporate reorganizations and
recapitalization.  In  addition  Mason  Hill  & Co.  intends  to  assist  in the
development  of new  corporations  and secure the capital for such new business.
Mason Hill & Co. expects that its investment  banking  activities will, in part,
concentrate   on   corporations   that  are   engaged   in  the   environmental,
technological,  automotive, healthcare,  communications and biotechnical fields,
although it will consider businesses in other, unrelated industries.


<PAGE>
     In  addition to the  foregoing,  the NASD has adopted a position of deeming
owners of even a limited,  "de minimis"  percentage,  of a brokerage  firm to be
"Associated Persons" of such broker/dealer.  In essence, such a position has had
the effect of preventing such persons from  participating  in private  offerings
and bridge  transactions of issuers being  underwritten by the broker/dealer and
may further  restrict  such persons  ability to  participate  in initial  public
offerings of  securities  which open at a premium  because of  "free-riding  and
withholding"  rules  promulgated by the NASD.  Investors  herein should be aware
that they will in all likelihood be deemed "Associated  Persons" of Mason Hill &
Co. and may therefore be precluded from  participating  in bridge loan,  private
placement  and  initial  public  offerings  in which  Mason Hill & Co. is or may
become involved.

     Many of the investment and merchant banking  activities in which Mason Hill
& Co. may engage will require  substantially  greater  capital than Mason Hill &
Co. has available.  There can be no assurance that Mason Hill & Co. will ever be
able to enter into any significant  investment and merchant banking  activities,
or that it will be successful in such areas.  Moreover,  the types of investment
and  merchant  banking  transactions  in which  Mason  Hill & Co.  may engage is
restricted under the terms of Mason Hill & Co. Restriction Agreement.

     Secondary Broker Dealer Operations

     Mason Hill Holdings intends to purchase additional broker dealer offices to
attain greater exposure and availability to potential investors.  Although it is
unrealistic  and  cost-ineffective  to attempt to blanket the backyards of every
investor,  Mason Hill  Holdings  feels that a  combination  of its website,  and
additional  broker dealers will provide further  opportunity  for growth.  While
Mason Hill  Holdings has not entered into any  agreements to purchase any broker
dealer firm, Mason Hill Holdings intends to pursue such  acquisitions in various
locations in the near future.

     Internet Trading Site

     Mason Hill  Holdings  is  currently  analyzing  opportunities  to  commence
operation of an Internet trading web site. The web site would be used to promote
Mason Hill Holdings'  business  lines as well as maintaining  and building Mason
Hill  Holdings'  client  base.  The web  site  would  provide  real-time  online
financial  brokerage  services and  comprehensive  securities and market related
information.

     Clearing Accounts and Operations

     Mason Hill & Co. does not  generally  hold any funds or  securities  of its
customers.  Mason Hill & Co. utilizes,  on a fully disclosed basis, the services
of  CIBC  as its  clearing  broker.  CIBC,  on a fee  basis,  will  process  all
securities transactions for Mason Hill & Co., and the accounts of its customers.
Services of CIBC, as clearing broker,  includes billing and credit control,  and
receipt, custody and delivery of securities,  for which each brokerage firm pays
a portion  of the  commissions  it  receives  from  customer  transactions.  The
clearing  agreement  requires that Mason Hill & Co.  indemnify and hold harmless
the clearing  broker from  certain  liabilities  or claims.  The services of, as
clearing  broker,  in effect  provides  a "back  office"  for Mason Hill & Co.'s
brokerage  activities,  freeing  Mason Hill & Co.  from the need and  expense of
creating  its own back  office  capability,  and  affording  its  customers  the
security of having their securities and cash held by a major Wall Street firm.

     As  required by the NASD and certain  other  authorities,  Mason Hill & Co.
carries  a  fidelity  bond  covering  loss or  theft of  securities,  as well as
embezzlement  and forgery.  The amount of the bond  provides  total  coverage of
$25,000 (with a deductible  provision per incident of $5,000). In addition,  the
accounts of its customers are insured by SIPC, under certain circumstances,  for
up  to  $100,000  in  cash  and  $500,000  in  securities,  for  each  customer.
Furthermore,  the  clearing  broker has excess SIPC  coverage  pursuant to which
accounts of customers are insured, by SIPC, under certain circumstances,  for up
to  $2,500,000  of  which  $100,000  can be in  cash.  SIPC  is  funded  through
assessments  on  registered  broker-dealers.   SIPC  assessments  are  currently
approximately $600 annually.  Additional private insurance coverage has been and
may, in the future,  be obtained by Mason Hill & Co. for customer  accounts that
exceed $2,500,000.
<PAGE>
COMPETITION

     Traditional Operations

     Mason Hill & Co. competes directly with numerous other broker-dealers, many
of which are  large,  well-known  firms  with  substantially  greater  financial
resources  than Mason Hill & Co. Many of Mason Hill & Co.'s  competitors  employ
extensive  advertising  and actively  solicit  potential  clients.  In addition,
competitors furnish investment research publications to clients, the quality and
breadth of which are considered important in the development of new business and
the retention of existing clients.  Mason Hill & Co. also competes with a number
of smaller  brokerage  firms as well as discount  brokerage firms that may offer
lower  commission  rates to their customers than does Mason Hill & Co. In recent
years,  institutions  such as large commercial  banks,  insurance  companies and
financial  services  companies,  have become a competitive factor by offering to
their  customers  some of the services  presently  provided by brokerage  firms.
There  is no  assurance  that  Mason  Hill & Co.  will  be  able to grow or even
continue offering its current services in the future.

     Internet Trading Industry

     The securities industry has recently  experienced a series of technological
advances that have created significant market opportunities online. The ease and
ubiquity of the Internet has driven business  traditionally  conducted in person
toward electronic commerce.  In the past,  individual investors could access the
financial  markets  only  through a  full-commission  broker,  who  would  offer
investment advice and place trades.  With the emergence of electronic  brokerage
services,  investors now have increased access to trading tools and information,
as well as reduced  trading costs.  Mason Hill Holdings  believes that consumers
will  continue to move toward the Internet for ways to invest more  conveniently
and cost-effectively  with less financial service professional  interaction.  If
correct,  this  anticipated  trend  will  provide  significant  opportunity  for
expansion in the online trading market segment.

PERSONNEL

     Mason Hill & Co. employs approximately  forty-one (41) full time registered
representatives,  fifteen (15)  clerical and  operational  employees and two (2)
officers.  Mason Hill & Co.'s  employees  include  nine (9)  general  securities
principals,  one  (1)  municipal  bond  principal,  two (2)  registered  options
principal  and one (1)  financial  operations  principal,  which are required to
maintain its business.


Item 2.  DESCRIPTION OF PROPERTY.

     Mason Hill Holdings'  executive offices are located at 110 Wall Street, New
York,  New York,  which consists of  approximately  18,650 square feet of leased
office space. The lease is for a five year term expiring February 26, 2006. Rent
expense under the lease is $58,141.37  per month.  Mason Hill Holdings  believes
its current facilities are satisfactory for the immediate future.

<PAGE>
Item 3.  LEGAL PROCEEDINGS.

     Many aspects of Mason Hill & Co.'s business  involves  substantial risks of
liability.  Underwriters  are subject to  substantial  potential  liability  for
material  misstatements  and omissions in prospectuses and other  communications
with  respect to public and private  underwritten  offerings.  There has been an
increased  incidence of litigation in the  securities  industry in recent years,
including  class action  suits that  generally  seek  substantial  damages.  Any
litigation,  from the groundless to the meritorious,  could consume  significant
resources  of Mason Hill & Co. and could  affect its  ability to carry on normal
business  operations.  Mason Hill & Co. does not have any insurance with outside
carriers that would cover such risks of liability.

     The   securities  of  some  of  the  Offerings  in  which  Mason  Hill  has
participated as underwriter or syndicate  member have declined  substantially in
value. As a result of the significant  decrease in the value of said securities,
it is possible that the potential for litigation exists, most likely in the form
of arbitration claims set forth against Mason Hill.

     The Company's subsidiary, Mason Hill & Co. has been named in an arbitration
commenced by one of its customers before the National  Association of Securities
Dealers Inc.  which,  if decided against Mason Hill & Co., would have a material
adverse affect on the financial condition of Mason Hill & Co. and could cause it
to reduce or terminate operations.  The claimants in the action allege that they
established an account with respondent Mason Hill & Co., and that as a result of
the acts and omissions of the respondents,  the value of their accounts declined
from approximately  $1,231,000 to approximately $348,000.  Claimants are seeking
recovery of $1,500,000 for compensatory damages, $500,000 for exemplary/punitive
damages,  and $80,000 for capital  gains  income  charges  wrongfully  incurred,
together  with  additional  awards  for the costs and fees of the  services  and
testimony of an expert,  attorney's  fees,  hearing costs and filing fees, under
various theories of liability  including  federal  securities laws. Mason Hill &
Co. has interposed an answer denying the essential  allegations of the statement
of claim  and  affirmatively  alleging,  among  other  things,  that  claimant's
damages,  if any, are the result of  claimant's  own acts and/or  omissions.  To
date, no discovery has been conducted  with respect to the action.  Mason Hill &
Co. intends to vigorously defend this claim.

     The Company has recently been notified by DME  Interactive  Holdings,  Inc.
("DME") that DME may seek to hold the Company  responsible,  as an indemnitor of
DME, for a liability that Pride, Inc. allegedly failed to disclose to DME at the
time that Pride Automotive Group ("PAG") was sold to DME. The liability is based
upon a contractual  obligation of PAG, which obligation was guaranteed by Pride,
Inc. As such,  DME has stated that they intend to seek to be  indemnified by the
Company if an action to recover  the  liability  is  commenced  against  it. The
Company is currently  investigating  the claim and the potential  liability,  if
any, to the Company.  To date, no action has been commenced against the Company.
The Company is unable to determine what impact, if any, the ultimate  resolution
of this matter will have on its financial position or results of operation.

     In addition,  Mason Hill has been  notified  that the trading of one of the
public  offerings  in which it  participated  is being  reviewed by the NASD and
certain state securities agencies.

     From  time to time the  Company  has been  threatened  with,  or named as a
defendant  in,  lawsuits  and  administrative  claims.  Compliance,  trading and
administrative  problems that are reported to the NASD, SEC or state  regulators
by dissatisfied customers are investigated by such regulators and, if pursued by
such  customers,  may rise to the level of arbitration or  disciplinary  action.
Except as set forth above, the Company's management does not believe any current
investigations  or claims are  material.  There can be no assurance  that one or
more future lawsuits,  claims or disciplinary  actions,  if decided adversely to
the Company, would not have a material adverse effect on the Company's business,
financial  condition and results of  operations.  The Company is also subject to
periodic audits and inspections.
<PAGE>
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.

         Not Applicable.


                                     PART II


Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The  Company's  common stock is listed on the OTC Bulletin  Board under the
symbol "MHLL." The high and low bid price (price which a market maker is willing
to pay) and ask price (price at which a market maker will sell)  quotations  for
the  Company's  common  stock,  $.002 par value per share,  as  reported  to the
Company's management by the OTC Bulletin Board is listed in the following chart.
These quotations are between dealers, do not include retail mark-ups,  markdowns
or other fees and commissions, and may not represent actual transactions.
<TABLE>
<CAPTION>

                  Quarter Ended                               HIGH               LOW
                  -------------                               ----               ---
<S>                         <C> <C>                             <C>                <C>
                  September 30, 1997                            .52                .12
                  December 31, 1997                             .52                .16
                  March 31, 1998                                .52                .16
                  June 30, 1998                                 .64                .16
                  September 30, 1998                            .64                .16
                  December 31, 1998                             .64                .04
                  March 31, 1999                                .26                .08
                  June 30, 1999                                 .26                .08
                  September 30, 1999                            .30                .08
                  December 31, 1999                            1.00                .35
                  March 31, 2000                                .50                .35
                  June 30, 2000                                 .55                .26
</TABLE>
     In October 1999, the Company  underwent a 1 for 2 reverse split. All of the
information provided above has been adjusted to reflect the reverse split.

     At August 10, 1999,  there were 83  shareholders of record of the Company's
Common Stock.  The Company has not paid  dividends on its shares of Common Stock
outstanding  to date.  There are no  restrictions  that limit the ability of the
Company to pay dividends or are likely to do so in the future.
<PAGE>
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The  statements  contained in this  prospectus  that are not historical are
forward looking  statements,  including  statements  regarding our expectations,
intentions,   beliefs  or  strategies  regarding  the  future.  Forward  looking
statements include statements  regarding  liquidity,  anticipated cash needs and
availability  and  anticipated  expense levels.  All forward looking  statements
included in this prospectus are based on information available to us on the date
hereof  and  we  assume  no  obligation  to  update  any  such  forward  looking
statements.  It is  important  to note  that our  actual  results  could  differ
materially from those in such forward looking statements.

General

     Mason Hill Holdings is a Delaware corporation originally incorporated under
the name International  Sportfest,  Inc. in the state of Delaware,  on September
11, 1988. The Company was a development stage company with no operations through
January  1994.  In January  1994,  the Company  acquired  100% of the issued and
outstanding  common stock of Pride  Management  Services Plc ("PMS").  PMS was a
holding  company  of six  subsidiaries,  in the United  Kingdom,  engaged in the
leasing of motor vehicles  primarily on contract hire to local  authorities  and
selected corporate customers throughout the United Kingdom.  Simultaneously with
the acquisition,  the Company changed its name from International Sportfest Inc.
to Pride,  Inc. From January 1994 through  October 1999, the Company  engaged in
the leasing of motor vehicles on contract hire to local authorities and selected
corporate customers throughout the United Kingdom.

     On October 1, 1999,  Mason Hill Holdings  consummated an acquisition of all
of the issued and  outstanding  stock of Mason Hill & Co., in  exchange  for the
issuance of 15,886,618 shares of Common Stock of Mason Hill Holdings. As part of
the completed transaction, Mason Hill Holdings changed its name from Pride, Inc.
to Mason Hill Holdings,  Inc.,  reduced its authorized  capital from 500,000,000
shares of common stock to 20,000,000 shares, and accepted the resignation of its
officers and replaced  them with the officers of Mason Hill & Co. In addition to
the foregoing,  Mason Hill Holdings (i) reorganized its AC Investments and Pride
Management Services Investments,  Inc. subsidiaries as wholly-owned subsidiaries
of  AC  Holdings,   Inc.,  (ii)  delivered   350,000  shares  of  Digital  Mafia
Entertainment common stock to AC Holdings as a capital  contribution,  and (iii)
it spun-off 743,000 shares of Digital Mafia  Entertainment  common stock that it
owned  to  its  shareholders.  AC  Holdings  is a  newly  formed  minority-owned
subsidiary of Mason Hill  Holdings that Mason Hill Holdings  intends to spin-off
to its  shareholders.  Finally,  simultaneous with the closing of the agreement,
Mason Hill Holdings' stock underwent a 1 for 2 reverse split.

     For financial  reporting  purposes the  transaction  was accounted for as a
reverse  acquisition.  Mason Hill & Co., Inc. was treated as the acquirer and is
the ongoing  reporting  entity.  As a result of the  foregoing,  the Company has
effectively discontinued its prior operations, and has now been reconstituted as
a parent holding company for Mason Hill & Co., Inc.

     Mason Hill Holdings, through its wholly-owned subsidiary,  Mason Hill & Co,
offers a full line of securities brokerage services to its clients. Mason Hill &
Co. is a broker-dealer  registered  with the Securities and Exchange  Commission
("SEC") and a member of the National  Association  of Securities  Dealers,  Inc.
("NASD").  Mason Hill & Co. is  currently  licensed to conduct  activities  as a
broker-dealer in forty-five (45) states.  Mason Hill & Co. offers a full line of
securities brokerage services to its clients, including the purchase and sale of
listed and over-the-counter securities, fixed income instruments,  annuities and
mutual  funds.  In  addition,  Mason Hill & Co.  engages in  investment  banking
activities for small to mid-size  companies by structuring  their  financing and
raising  capital  through  private  placements,  initial  public  offerings  and
secondary  offerings.  Mason  Hill  & Co.  also  provides  financial  consulting
services to publicly and privately held companies.
<PAGE>
Results Of Operations

Fiscal Year Ended March 31, 2000 Compared To Fiscal Year Ended March 31, 1999

     Total  revenues  for  the  fiscal  year  ended  March  31,  2000  increased
$7,628,011  0r 148% to  $12,781,573  from  $5,153,562  for the fiscal year ended
March 31, 1999.  The increase in revenues  experienced  by the Company  resulted
primarily from an increase in commissions and trading  profits  generated by the
Company's  wholly-owned  subsidiary,  Mason Hill & Co.,  Inc.  The  increase  in
commissions generated resulted from an increase in the average number of brokers
employed by Mason Hill & Co., as well as from  revenues  generated  by the Mason
Hill & Co.'s new office located in Linwood, New Jersey. Furthermore,  Mason Hill
& Co.  benefited from the general increase in the stock market and the increased
level of trading activity by customers.

     Salaries  and  related  costs  for the  year  ended  March  31,  2000  were
$9,822,992, a $6,316,472 or 180% increase over prior year's salaries and related
costs of $3,506,520. The increase in salaries and commissions primarily resulted
from an  increase in the number of brokers  employed by Mason Hill & Co.,  which
resulted  in  increased  commission  generating  activity,  as  well  as from an
increase in the salaries payable to existing personnel.

     Commissions  and  clearing  expenses for the year ended March 31, 2000 were
$745,378,  a $399,250 or 115% increase over prior year's  operating  expenses of
$346,128. The increase related to the increased commission revenue generated and
the increased trading volume experienced by Mason Hill & Co.

     Communications  and data  processing  expenses for the year ended March 31,
2000 were  $532,588,  a $211,860 or 66%  increase  over prior  year's  operating
expenses of $320,728.

     Operating  expenses  for the year ended March 31, 2000 were  $1,747,290,  a
$938,980 or 116% increase over prior year's operating expenses of $808,310.

     The Company had a net loss for the year ended March 31, 2000 of $579,794 as
compared to a net loss of $304,116 for the same period ended March 31, 1999. The
increase in the net loss  primarily  resulted from  proprietary  trading  losses
incurred by Mason Hill & Co.,  which losses were produced by the recent  decline
in the overall securities markets.

Liquidity and Capital Resources

     Prior to the  completion  of the  acquisition  of Mason  Hill & Co.,  Inc.,
Pride, Inc. had limited working capital and its prospects were severely limited.
Upon  completion  of the  acquisition  of Mason Hill & Co.,  Inc.,  the  Company
changed its name to Mason Hill Holdings,  Inc. For financial  reporting purposes
the  transaction was accounted for as a reverse  acquisition.  Mason Hill & Co.,
Inc.  was  treated  as  the  acquirer  and  is  the  ongoing  reporting  entity.
Accordingly, the Company's working capital and its capital resources consists of
the financial situation of Mason Hill & Co., Inc.

     In December  1999,  Mason Hill  Holdings  completed a private  placement of
1,499,500  shares of its common  stock from which it  received  net  proceeds of
$578,300.

     In March  2000,  Mason  Hill sold  1,516,500  shares of common  stock to an
entity  controlled by  Christopher  Kinsley for an aggregate  purchase  price of
$409,500.

     In August 2000,  Mason Hill sold 112,500  Units,  each Unit composed of one
share of common stock and two warrants to purchase  common stock of the Company,
at a purchase  price of $0.40 per Unit,  from which it received  net proceeds of
approximately $512,700.
<PAGE>
     Mason Hill Holdings has subordinated loans outstanding pursuant to which it
has borrowed an aggregate of $230,000.  Such loans bear  interest at the rate of
10% per annum and are due and payable on August 31, 2002.

     Except for the existing  subordinated loans totaling  $230,000,  Mason Hill
Holdings has no other current  arrangements  in place with respect to financing.
Mason Hill Holdings is currently seeking to raise additional  capital through to
provide the necessary capital to fund our expanding operations and to pursue our
business growth strategy.  There can be no assurances that additional  financing
will be available on acceptable terms, if at all.

Year 2000

     Neither the Company nor any of its third party vendors experienced any year
2000 problems.


Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The response to this item is set forth at the end of this report.


Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE.

     Effective as of April 30, 2000, Mason Hill Holdings,  Inc. ("Mason Hill" or
the "Company")  dismissed its former  independent  auditor,  Civvals,  Chartered
Accountants  ("Civvals"),  based on their  agreement  that such action is in the
best interests of both firms. Effective as of that date, the Company has engaged
Demetrius  & Company,  L.L.C.  ("Demetrius  & Company")  as its new  independent
auditor.  The  decision to end the  Company's  relationship  with Civvals and to
engage  Demetrius & Company was  unanimously  approved by the Company's Board of
Directors.

     Over the course of  Civvals'  engagement,  the  Company  and Civvals had no
disagreements  on any matter of accounting  principles  or practices,  financial
statement disclosure,  auditing scope or procedure,  which disagreement,  if not
resolved to the satisfaction of Civvals,  would have caused it to make reference
to the  subject  matter of the  disagreement  in  connection  with any report or
opinion it might have issued.  Furthermore,  neither of Civvals'  reports on the
Company's  financial  statements  for the past two years  contained  an  adverse
opinion, disclaimer of opinion, or modification or qualification of opinion.
<PAGE>
PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of Mason Hill Holdings are as follows:
<TABLE>
<CAPTION>

         Name                               Age                        Position

<S>                                         <C>               <C>
         Christopher J. Kinsley             44                President, Treasurer and
                                                              Director

         Coleen Garay                       42                Secretary and Director

         Peter Andrew Stearne               40                Director
</TABLE>

     Set  forth  below  is a brief  background  of the  executive  officers  and
directors of Mason Hill Holdings, based on information supplied by them.

     Christopher  J.  Kinsley.  Mr.  Kinsley is the  President,  Treasurer and a
Director of Mason Hill  Holdings and Mason Hill & Co.,  Inc.  From 1982 to March
1995,  Mr.  Kinsley was employed  with Smith Barney  (formerly  Shearson  Lehman
Bros.).  Mr. Kinsley began his employment with Merrill Lynch. From 1984 to 1992,
Mr. Kinsley managed two different Shearson branch offices with between 50 and 90
brokers in each of such offices.  Mr. Kinsley  currently  holds Series 7, 8, 15,
24, 42, 63 and 65 licenses with the NASD.  Mr. Kinsley holds a Bachelors of Arts
degree from Adelphi University.

     Coleen  Garay.  Ms.  Garay is the  Secretary  and a Director  of Mason Hill
Holdings and Mason Hill & Co.,  Inc., and has been the Director of Compliance of
Mason Hill & Co., Inc. since September 1995. From September 1990 until September
1995, Ms. Garay was the Administrator of Compliance for Josephthal & Co., Inc.

     Peter Andrew Stearne. Mr. Stearne is a Director of Mason Hill Holdings. Mr.
Stearne is a Patent and  Trademark  Attorney  who  resides in and  practices  in
Sydney  Australia.  Mr.  Stearne holds a B.S. with Honors from the University of
Melbourne, majoring in biochemistry and chemistry. Mr. Stearne holds a Doctor of
Philosophy degree from the Walter & Eliza Hall Institute of Medical Research.

     The  directors  of  Mason  Hill  Holdings  are  elected   annually  by  the
stockholders and hold office until the next annual meeting of  stockholders,  or
until their  successors  are elected and qualified.  The executive  officers are
elected annually by the board of directors, serve at the discretion of the board
of directors and hold office until their  successors  are elected and qualified.
Vacancies on the board of directors may be filled by the remaining directors.

Section 16(a) Beneficial Ownership Reporting Compliance

     Based  solely  upon a review of Forms 3, 4 and 5, and  amendments  thereto,
furnished to Mason Hill Holdings during fiscal year 1999, Mason Hill Holdings is
not aware of any director,  officer or beneficial owner of more than ten percent
of Mason Hill Holdings'  Common Stock that,  during fiscal year 1999,  failed to
file on a timely  basis  reports  required  by Section  16(a) of the  Securities
Exchange Act of 1934.
<PAGE>
Item 10.          EXECUTIVE COMPENSATION.

The following table sets out annual compensation, long-term compensation and all
other  compensation  awarded to Mason Hill  Holdings'  Chief  Executive  Officer
during its fiscal year ended March 31, 2000.

Director and Executive Compensation:
<TABLE>
<CAPTION>

---------------------------- -------------------- ----------------------------------- ---------------- -------------
                                                         Annual Compensation          Long Term
                                                                                      Compensation
---------------------------- -------------------- ---------- --------- -------------- ---------------- -------------
Name and Principal Position      Year Ended        Salary    Bonus     Other Annual   Securities       All Other
                                                                       Compen-sation  under Options    Compen-sation
                                                                                      Granted
---------------------------- -------------------- ---------- --------- -------------- ---------------- -------------
<S>                            <C>                  <C>        <C>         <C>              <C>            <C>
Christopher Kinsley,           March 31, 2000       ----       ---         $ 819,200        ---            ---
President and Chief                                                              (1)
Executive Officer

---------------------------- -------------------- ---------- --------- -------------- ---------------- -------------
</TABLE>

     (1) Representing commissions paid to Mr. Kinsley by Mason Hill & Co., Mason
Hill Holdings wholly owned subsidiary.

Employment Agreements

     Mason Hill Holdings intends to enter into an employment  agreement with Mr.
Kinsley,  which agreement shall generally  provide for a salary in the amount of
$50,000,  and a bonus based upon a percentage  of Mason Hill & Co.'s net profits
(not to exceed an aggregate of 5%).


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth, as of August 10, 2000, certain  information
concerning  beneficial  ownership  of shares of Common Stock with respect to (i)
each person  known to Mason Hill  Holdings to own 5% or more of the  outstanding
shares of Common  Stock,  (ii) each director of Mason Hill  Holdings,  (iii) the
executive  officers of Mason Hill Holdings,  and (iv) all directors and officers
of Mason Hill Holdings as a group:

Outstanding Common Stock Beneficially Owned
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
Name and Address of Beneficial    Number of Units of Common                Percentage of Voting Stock
             Owner                          Stock
-------------------------------- ---------------------------- ------------------------------------------------------
<S>                                     <C>       <C>                                 <C>
Christopher Kinsley                     5,077,321 (1)                                 33.7%

Coleen Garay                               200,000                                    1.3%

Peter Andrew Stearne                       50,000                                       *

Walter Durchhalter                      3,540,405(2)                                  23.5%
723 Shad Creek Road
Broad Channel, NY  11694

Officers  and  Directors  as  a         5,327,321(1)                                  35.3%
Group (2 Persons)
----------------------------
</TABLE>
<PAGE>
*    Less than One Percent

** Except as noted  above,  the address for the above  identified  officers  and
directors  of Mason Hill  Holdings is c/o Mason Hill  Holdings,  Inc.,  110 Wall
Street, New York, New York, 10005.

     (1)  Includes  1,516,666  shares  owned by Mako  Holdings,  Inc., a company
controlled by Mr. Kinsley.

     (2) Does not include (i) 20,250  shares  owned by Marion  Durchhalter,  the
mother of Walter  Durchhalter,  or (ii) 1,516,666 shares owned by Mako Holdings,
Inc., a company in which Marion Durchhalter is a shareholder, as to which Walter
Durchhalter disclaims beneficial ownership.


Item 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     In September 1999,  Christopher Kinsley, the President of the Company, made
a subordinated  loan to the Conmpany in the amount of $130,000.  Such loan bears
interest  at the rate of 15% per annum  and are due and  payable  on August  31,
2002.

     In September 1999, Walter Durchhalter, a former officer and director of the
Company,  made a  subordinated  loan to the  Conmpany in the amount of $100,000.
Such loan bears interest at the rate of 15% per annum and are due and payable on
August 31, 2002.

     In  March  2000,  Mason  Hill  sold  555,555  shares  of  common  stock  to
Christopher Kinsley for an aggregate purchase price of $150,000. In addition, in
March  2000,  Mason  Hill  sold  961,111  shares  of  common  stock to an entity
controlled by Christopher Kinsley for an aggregate purchase price of $259,500.

     In April 2000, Mason Hill Holdings issued an aggregate of 200,000 shares of
common stock to Coleen Garay in consideration of services rendered.

Item 13. EXHIBITS, LIST, AND REPORTS ON FORM 8-K.

     (a) Exhibits are listed on the Index to Exhibits on page 18 of this report.
The Exhibits  required by Item 601 of Regulation S-B are listed on such Index in
response to this Item and are incorporated herein by reference.

     Financial  Statements  required by Regulation S-X are listed in response to
this  Item and are set  forth  at the end of this  report  and are  incorporated
herein by reference.

     (b) Reports on Form 8-K:

     On May 9,  2000,  the  Company  filed a Form  8-K in  connection  with  the
dismissal of its former independent auditor, Civvals, Chartered Accountants, and
the engagement of Demetrius & Company, L.L.C. as its new independent auditor.
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         MASON HILL HOLDINGS, INC.

                                By:   /s/    CHRISTOPHER J. KINSLEY
                                             Christopher J. Kinsley,
                                             President & Chief Executive Officer


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>


<S>                                           <C>
Date:  August 15, 2000                        /s/ CHRISTOPHER J. KINSLEY
                                              ---------------------------------------------------------------------
                                              Christopher J. Kinsley, President, Chief Executive Officer,
                                              Treasurer & Director

Date:  August 15, 2000                        /s/ COLEEN GARAY
                                              ---------------------------------------------------------------------
                                              Coleen Garay, Secretary & Director

Date:  August 15, 2000                        /s/ PETER ANDREW STEARNE
                                              ---------------------------------------------------------------------
                                              Peter Andrew Stearne, Director



</TABLE>
<PAGE>






                    MASON HILL HOLDINGS, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS
                           AND ADDITIONAL INFORMATION

                                 MARCH 31, 2000



<PAGE>
                    MASON HILL HOLDINGS, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS
                           AND ADDITIONAL INFORMATION

MARCH 31, 2000
<TABLE>
<CAPTION>


<S>                                                                                                           <C>
Independent Auditors' Report                                                                                F-1


Statement of Financial Condition as of March 31, 2000                                                       F-2


Statement of Operations for the Years Ended March 31, 2000 and 1999                                         F-3


Statement of Changes in Shareholder's Equity for the Years Ended
  March 31, 2000 and 1999                                                                                   F-4


Statement of Cash Flows for the Years Ended March 31, 2000 and 1999                                         F-5


Notes to Financial Statements                                                                            F6 - F14

</TABLE>




<PAGE>
INDEPENDENT AUDITORS' REPORT


Board of Directors
  Mason Hill Holdings, Inc. and Subsidiary.

We have audited the accompanying  statement of financial condition of Mason Hill
Holdings, Inc. and Subsidiary as of March 31, 2000, and the related statement of
operations,  changes  in  shareholder's  equity and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit. The financial statements for the year ended March
31,  1999 were  audited by other  auditors  whose  reports  dated May 20,  1999,
expressed an unqualified opinion on those statements.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Mason Hill Holdings,  Inc. and
Subsidiary  at March 31, 2000,  and the results of its  operations  and its cash
flows for the period then ended in conformity with generally accepted accounting
principles.




DEMETRIUS & COMPANY, L.L.C.

Wayne, New Jersey
July 13, 2000


<PAGE>
                    MASON HILL HOLDINGS, INC. AND SUBSIDIARY

                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

                                 MARCH 31, 2000

                                     ASSETS

<TABLE>
<CAPTION>



<S>                                                                                                              <C>
Cash                                                                                                             $ 713,244
Deposits with clearing organization                                                                                156,838
Receivable from clearing broker                                                                                  1,222,562
Securities owned:
     Marketable, at market value                                                                                   628,199
     Not readily marketable, at estimated fair value                                                               211,136
Furniture, equipment, and leasehold improvements
     net of accumulated depreciation of $174,310                                                                    84,952
Security deposits                                                                                                   86,016
Other assets                                                                                                       126,439
                                                                                                       --------------------

                                                                                                               $ 3,229,386
                                                                                                       ====================


                      LIABILITIES AND STOCKHOLDERS' EQUITY


Liabilities:
     Securities sold, not yet purchased, at market value                                                       $    10,875
     Income taxes payable                                                                                              880
     Loans payable, related parties                                                                                281,500
     Commissions payable                                                                                         1,081,269
     Accounts payable and accrued expenses                                                                         273,267
                                                                                                       --------------------
                                                                                                                 1,647,791

Liabilities subordinated to the claims of general creditors                                                        230,000
                                                                                                       --------------------

                                                                                                                 1,877,791

Shareholders' equity
     Common stock, $.002 par value, 20,000,000 shares authorized,
        12,726,269 shares issued and outstanding                                                                    25,452
     Additional paid-in capital                                                                                 14,402,243
     Accumulated other comprehensive loss                                                                          (76,645)
     Retained earnings (deficit)                                                                               (12,999,455)
                                                                                                       --------------------

            Total Shareholders' Equity                                                                           1,351,595
                                                                                                       --------------------

                                                                                                               $ 3,229,386
                                                                                                       ====================
</TABLE>
<PAGE>

                    MASON HILL HOLDINGS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                       YEARS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>



                                                                                         2000                 1999
                                                                                   ------------------  --------------------

Revenues:
<S>                                                                                      <C>                   <C>
     Commissions                                                                         $ 9,556,510           $ 3,464,198
     Trading                                                                               3,032,909             1,604,045
     Other                                                                                   192,154                85,319
                                                                                   ------------------  --------------------

        Total Revenues                                                                    12,781,573             5,153,562

Expenses:
     Salaries and related costs                                                            9,822,992             3,506,520
     Commissions and clearing charges                                                        745,378               346,128
     Communications and data processing                                                      532,588               320,728
     Occupancy                                                                               483,983               450,606
     Interest                                                                                 28,256                25,386
     Operating expenses                                                                    1,747,290               808,310
                                                                                   ------------------  --------------------

        Total Expenses                                                                    13,360,487             5,457,678
                                                                                   ------------------  --------------------

Loss before income taxes                                                                    (578,914)             (304,116)

Provision for income taxes                                                                       880
                                                                                   ------------------  --------------------

        Net Loss                                                                          $ (579,794)           $ (304,116)
                                                                                   ==================  ====================

Basic and diluted loss per common share                                                      $ (0.06)              $ (0.03)
                                                                                   ==================  ====================

Weighted average common shares outstanding                                                 9,499,433             8,940,988
                                                                                   ==================  ====================
</TABLE>
<PAGE>
                    MASON HILL HOLDINGS, INC. AND SUBSIDIARY

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>

                                                                                                           Accumulated
                                                    Common Stock           Additional          Other        Retained
                                               No. of                       Paid-in       Comprehensive     Earnings
                                               Shares        Amount         Capital            Loss         (Deficit)       Total

<S>           <C>                            <C>          <C>             <C>             <C>             <C>            <C>
Balance April 1, 1998 .................      8,940,988    $     17,882    $ 12,756,813    $    (76,645)   $(12,194,961)  $  503,089

Prior period adjustment ...............                                                                         79,416       79,416
                                          ------------    ------------    ------------    ------------    ------------   ----------

Balance as restated at April 1, 1998 ..      8,940,988          17,882      12,756,813         (76,645)    (12,115,545)     582,505

Additional paid-in capital contributed                                         562,500                                      562,500

Net loss ..............................       (304,116)       (304,116)
                                          ------------    ------------    ------------    ------------    ------------   ----------

Balance March 31, 1999 ................      8,940,988          17,882      13,319,313         (76,645)    (12,419,661)     840,889

Stock based compensation for services .        769,115           1,538         101,162                                      102,700

Private placement .....................      1,499,500           2,999         575,301                                      578,300

Shares purchased by officer/shareholder      1,516,666           3,033         406,467                                      409,500

Net loss ..............................                                                                       (579,794)    (579,794)
                                          ------------    ------------    ------------    ------------    ------------   ----------

                                            12,726,269    $     25,452    $ 14,402,243    $    (76,645)   $(12,999,455)  $1,351,595
                                          ============    ============    ============    ============    ============   ==========
</TABLE>
<PAGE>
                    MASON HILL HOLDINGS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       YEARS ENDED MARCH 31, 2000 AND 1999


<TABLE>
<CAPTION>

                                                                                            2000                1999
                                                                                      ------------------   ----------------

Cash flows from operating activities:
<S>                                                                                        <C>                  <C>
     Cash received from customers                                                          $ 12,136,338         $4,792,173
     Cash paid to suppliers and employees                                                   (13,212,949)        (4,759,747)
     Interest paid                                                                              (28,256)           (25,386)
                                                                                      ------------------   ----------------

            Net Cash Used in Operating Activities                                            (1,104,867)             7,040

Cash flows from investing activities:
     Proceeds from sale of investments                                                          117,164
     Purchase of long-term investments                                                         (103,300)
     Purchase of equipment                                                                      (66,594)            (5,357)
                                                                                      ------------------   ----------------

            Net Cash Used in Investing Activities                                               (52,730)            (5,357)
                                                                                      ------------------   ----------------

Cash flows from financing activities:
     Decrease in subordinated debt                                                                                (100,000)
     Short-term borrowing from related parties                                                  281,500
     Proceeds of private placement of shares of common stock                                    578,300
     Sale to officer/shareholder of common stock                                                409,500
     Capital contributed                                                                        117,164            562,500
                                                                                      ------------------   ----------------

            Net Cash Provided by Financing Activities                                         1,386,464            462,500
                                                                                      ------------------   ----------------

Net increase in cash                                                                            228,867            464,183

Cash at beginning                                                                               484,377             20,194
                                                                                      ------------------   ----------------

            Cash at End                                                                       $ 713,244          $ 484,377
                                                                                      ==================   ================
</TABLE>
<PAGE>

1.     ORGANIZATION AND NATURE OF BUSINESS

       Mason Hill  Holdings,  Inc.  (the  "Company")  is a Delaware  corporation
       originally incorporated under the name International  Sportfest,  Inc. in
       the  state  of  Delaware,  on  September  11,  1988.  The  Company  was a
       development  stage  company with no operations  through  January 1994. In
       January 1994,  the Company  acquired  100% of the issued and  outstanding
       common stock of Pride Management Services Plc ("PMS").  PMS was a holding
       company  of six  subsidiaries,  in the  United  Kingdom,  engaged  in the
       leasing of motor vehicles primarily on contract hire to local authorities
       and  selected   corporate   customers   throughout  the  United  Kingdom.
       Simultaneously  with the  acquisition,  the Company changed its name from
       International  Sportfest  Inc. to Pride,  Inc.  From January 1994 through
       October  1999,  the Company  engaged in the leasing of motor  vehicles on
       contract  hire to local  authorities  and  selected  corporate  customers
       throughout the United Kingdom.

       On October 1 1999,  the  Company  completed  the  acquisition  of all the
       issued and outstanding  capital of Mason Hill & Co., Inc.  ("Mason Hill")
       in exchange for the issuance of  15,886,618  shares of Common  Stock.  In
       addition to the foregoing,  the Company's then existing subsidiaries were
       reorganized and spun-off to its shareholders.

       Simultaneously   with  the   acquisition   of  Mason   Hill  & Co., Inc.,
       the Company changed its name from Pride,  Inc. to  Mason  Hill  Holdings,
       Inc. ("The Company"). For financial reporting  purposes the  transaction
       was accounted for as a reverse acquisition.   Mason Hill was  treated  as
       the acquirer and is the ongoing  reporting   entity. As a  result of  the
       foregoing,   the  Company  has  effectively    discontinued   its   prior
       operations, and has now been reconstituted  as  a  parent holding company
       for Mason Hill.

       The Company through its  wholly-owned  subsidiary,  Mason Hill,  offers a
       full line of securities brokerage services to its clients.  Mason Hill is
       a broker-dealer  registered  with the Securities and Exchange  Commission
       ("SEC") and a member of the National  Association of Securities  Dealers,
       Inc. ("NASD").  Mason Hill is currently licensed to conduct activities as
       a broker-dealer in forty-five (45) states.  Mason Hill offers a full line
       of securities  brokerage services to its clients,  including the purchase
       and  sale  of  listed  and  over-the-counter   securities,  fixed  income
       instruments,  annuities and mutual funds. In addition, Mason Hill engages
       in  investment  banking  activities  for small to mid-size  companies  by
       structuring   their   financing  and  raising   capital  through  private
       placements,  initial public offerings and secondary offerings. Mason Hill
       also  provides  financial  consulting  services to publicly and privately
       held companies.
<PAGE>
2.     SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation - The consolidated  financial  statements include the
     accounts of the  Company  and its  wholly-owned  subsidiary.  All  material
     intercompany balances and transactions are eliminated in consolidation.

     Securities   Transactions   -  Proprietary   securities   transactions   in
     regular-way  trades are recorded on the trade date, as if they had settled.
     Customers'  securities are reported on a settlement date basis with related
     commission income and expenses reported on a trade date basis.

     Investment Banking - Investment banking revenues include gains, losses, and
     fees, net of syndicate expenses, arising from securities offerings in which
     the Company acts as an underwriter or agent.  Investment  banking  revenues
     also  include  fees  earned  from  providing   merger-and-acquisition   and
     financial  restructuring  advisory services.  Investment banking management
     fees are recorded on offering date,  sales  concessions on settlement date,
     and  underwriting  fees at the time the  underwriting  is completed and the
     income is reasonably determinable.

     Commissions - Commissions and related  clearing  expenses are recorded on a
     trade-date basis as securities transactions occur.

     Translation of Foreign  Currencies - Assets and liabilities  denominated in
     foreign currencies are translated at year end rates of exchange,  while the
     income  statement  accounts are translated at average rates of exchange for
     the year. Gains or losses resulting from foreign currency  transactions are
     included in net income.

     Income Taxes - As of October 1, 1999 (date of merger),  the Company and its
     subsidiary are included in the consolidated federal income tax return filed
     by the Parent.  Federal  income taxes are  calculated  as if the  companies
     filed on a separate return basis,  and the amount of current tax or benefit
     calculated is either remitted to or received from the Parent. The amount of
     current and deferred  taxes  payable or  refundable is recognized as of the
     date of the financial  statement,  utilizing currently enacted tax laws and
     rates.  Deferred tax expenses or benefits are  recognized  in the financial
     statements  for the changes in deferred tax  liabilities  or assets between
     years.
<PAGE>
2.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

       Stock Based  Compensation - Statement of Financial  Accounting  Standards
       No. 123, Accounting for Stock-Based  Compensation ("FAS 123") encourages,
       but  does  not  require,   companies  to  record  compensation  cost  for
       stock-based  employee  compensation  plans at fair value. The Company has
       elected  to account  for  stock-based  compensation  using the fair value
       method  prescribed  in  Accounting   Principles  Board  Opinion  No.  25,
       Accounting for Stock Issued to Employees.

       Furniture,  Equipment and Leasehold  Improvements - Furniture,  equipment
       and leasehold improvements are recorded at cost. Depreciation is provided
       by straight line and accelerated  methods over the estimated useful lives
       of the assets, principally 5 years.

       Fair  Value  of  Financial  Instruments  - The  carrying  amounts  of the
       Company's financial instruments which include cash equivalents,  accounts
       payable,  accrued  expenses  approximate  their fair  values at March 31,
       2000.

       Comprehensive  Income  - The  Company  adopted  SFAS No.  130,  Reporting
       Comprehensive  Income  (SFAS 130),  effective  January 1, 1998.  SFAS 130
       establishes  standards for reporting and display of comprehensive  income
       and its components in a full set of general-purpose financial statements.
       Comprehensive  income is the  change in equity of a  business  enterprise
       during  a  period   from   certain   transactions   and  the  events  and
       circumstances  from non-owner  sources.  For the periods presented in the
       accompanying  combined  statements of  operations,  comprehensive  income
       equals the amounts of net income  reported on the  accompanying  combined
       statements of operations.

       Historical  Net Income Per Share - The  Company  computes  net income per
       common share in  accordance  with SFAS No. 128,  "Earnings per Share" and
       SEC Staff Accounting  Bulletin No. 98 ("SAB 98"). Under the provisions of
       SFAS No. 128 and SAB 98,  basic and diluted net loss per common  share is
       computed by dividing net income available to common  shareholders for the
       period  by  the  weighted  average  number  of  shares  of  common  stock
       outstanding  during the  period.  Also,  the shares  outstanding  for all
       periods  shown have been adjusted to reflect the 1 for 2 reverse split as
       of October 1, 1999.


<PAGE>
2.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

       Segment Information - In June 1997,  Financial Accounting Standards Board
       (FASB)  issued  Statement  of  Financial  Accounting  Standards  No. 131,
       "Disclosure  About  Segments of an  Enterprise  and Related  Information"
       ("Statement  131"),  effective for financial  statements for fiscal years
       beginning after December 15, 1997.  Statement 131  establishes  standards
       for the  reporting  by  public  business  enterprises  of  financial  and
       descriptive  information  about reportable  operating  segments in annual
       financial   statements   and   interim   financial   reports   issued  by
       shareholders.

       The  Company  primarily   conducts   activities  as  a  broker-dealer  in
       securities  and  investment  banking  activities.   Management  uses  one
       measurement  of  profitability  and  does not  separate  or  segment  its
       business for internal reporting.

       Statement  of Cash Flows - For  purposes of the  Statement of Cash Flows,
       the Company has defined cash  equivalents  as highly liquid  investments,
       with original  maturities of less than ninety days, that are not held for
       sale in the ordinary course of business.

       Use of Estimates - The preparation of financial  statements in conformity
       with generally accepted accounting principles required management to make
       estimates and assumptions  that affect the reported amounts of assets and
       liabilities  and disclosure of contingent  assets and  liabilities at the
       date of the  financial  statements  and reported  amounts of revenues and
       expenses  during the reporting  period.  Actual results could differ from
       those estimates.

3.     CONCENTRATIONS OF CREDIT RISK

       The Company is engaged in various  trading and  brokerage  activities  in
       which counterparties  primarily include broker-dealers,  banks, and other
       financial institutions.  In the event counterparties do not fulfill their
       obligations,  the  Company  may be exposed  to risk.  The risk of default
       depends  on the  creditworthiness  of the  counterparty  or issuer of the
       instrument.  It is the  Company's  policy to review,  as  necessary,  the
       credit standing of each counterparty.


<PAGE>
4.     FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

       Furniture,  equipment  and  leasehold  improvements,  are composed of the
       following:
<TABLE>
<CAPTION>

<S>                                                                            <C>
         Furniture and fixtures                                                $  40,115
         Equipment                                                               108,190
         Leasehold improvements                                                  110,957
                                                                                --------
                                                                                 259,262
         Less: accumulated depreciation                                          174,310
                                                                                --------
                                                                                $ 84,952
                                                                                ========
</TABLE>


5.     COMMITMENTS AND CONTINGENT LIABILITIES

       The  Company  has  obligations   under  operating   leases  with  initial
       noncancelable  terms in excess of one year.  Aggregate annual rentals for
       real estate at March 31, 2000, are approximately as listed below:

         2000                                $287,947
         2001                                     917
                                         ------------
                                             $288,864
                                         ============

       Rent expense for year ended March 31, 2000 aggregated  $424,127.  Certain
       leases contain renewal options and escalation clauses.

6.     SUBORDINATE BORROWINGS

       As of March 31, 2000 $230,000 of debt was under subordination agreements.
       The notes bear  interest  at the rate of 15% per annum and are due August
       30, 2002.  The  subordinated  borrowings  are  available in computing net
       capital  under the SEC's  uniform  net capital  rule.  To the extent such
       borrowings  are  required for the  Company's  continued  compliance  with
       minimum net capital requirements, they may not be repaid.


<PAGE>
7.   NET CAPITAL REQUIREMENTS

       The  Company's  subsidiary  is subject  to the  Securities  and  Exchange
       Commission Uniform Net Capital Rule (SEC rule 15c3-1), which requires the
       maintenance  of  minimum  net  capital  and  requires  that the  ratio of
       aggregate  indebtedness to net capital both as defined,  shall not exceed
       15 to 1 (and the rule of the  "applicable  exchange  also  provides  that
       equity  capital  may  not be  withdrawn  or  cash  dividends  paid if the
       resulting net capital ratio would exceed 10 to 1). At March 31, 2000, the
       Subsidiary had net capital of $1,034,043, which was $924,915 in excess of
       its required net capital of $109,128. The Company's net capital ratio was
       1.58 to 1.

8.     RELATED PARTY TRANSACTIONS

       As of March  31,  2000,  the  Company  was  indebted  to an  officer  and
       shareholder and relative of a shareholder in the amount of $281,500.  The
       loans  bear  no  interest  and  were  repaid   subsequently.   Also,  the
       subordinated debt of $230,000 at March 31, 2000 was due to an officer,  a
       former officer and shareholders. (See Note 6).

9.     MAJOR CONCENTRATIONS

       At March 31, 2000, the Company had funds on deposit in a bank of $737,295
       in excess of the  insurance  limit.  Also at that date a clearing  broker
       accounted for 100% of commissions receivable.

10.    INCOME TAXES

       The  Company is included in the  consolidated  federal  income tax return
       filed by its  Parent.  Federal  income  taxes  are  calculated  as if the
       Company filed a separate federal income tax return. The Company files its
       own state and local tax returns.

       Because of the Company's  losses no income taxes have been accrued except
       for the minimum amount of state and local. The Company has a deferred tax
       asset of $294,000 at March 31, 2000, for which a 100% valuation allowance
       is netted. The deferred tax asset results  principally from net operating
       loss carryovers. Net operating losses aggregate approximately $1,149,000,
       expiring as follows:

         2018      $481,000
         2019       349,000
         2020       319,000
                 ----------
                 $1,149,000
                 ==========


<PAGE>
11.    CASH FLOWS

       Reconciliation of Net Loss to Net Cash Used in Operating Activities:
       --------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                  2000                  1999
                                                                             --------------        ---------------
<S>                                                                            <C>                   <C>
       Net Loss                                                                ($579,794)            ($304,116)
       Adjustments to reconcile net loss to
         net cash used in operating activities:

         Depreciation                                                             30,496                30,782
         Stock based compensation for services102,700
       Prior period adjustment (Increase) decrease:
              Receivable from clearing organization(596,363)                    (361,389)
         Trading securities                                                     (458,784)               88,852
              Prepaid expenses                                                   (30,368)             (100,510)
              Security deposits                                                   (6,600)
         Increase (decrease):
              Accounts payable and accrued expenses                              422,971               670,958
              Securities sold                                                     10,875               (17,537)
                                                                             -----------            -----------

                  Net Cash Used in Operating Activities                      ($1,104,867)           $    7,040
                                                                             ===========            ===========

</TABLE>
       During the year ended March 31, 2000 the Company  recorded  expenses  for
the following non-cash transactions:
<TABLE>
<CAPTION>
<S>                                                                          <C>
       40,500 shares of common stock issued for
         commission expense to officer/shareholder                           $     6,480

       94,285 shares of common stock issued for
         legal services                                                           13,757

       634,330 shares of common stock issued for
         consulting services                                                      82,463
                                                                               ----------
                                                                                $102,700
                                                                               ==========
</TABLE>

12.    EMPLOYEE BENEFIT PLANS

       The  Company  has a  401(k)  Plan in which  all  eligible  employees  may
       participate.  To be eligible the employee  must be at least 21 years old,
       employed  at least  one year and work at least  1,000  hours a year.  The
       Company does not make any contribution to the plan.

13.    PRIOR PERIOD ADJUSTMENT

       The  beginning  retained  earnings as April 1, 1998,  have  increased  by
       $79,416 as a result of a security deposit charged off to expense in prior
       year.

       The effect of the restatement is as follows:
<TABLE>
<CAPTION>

                                                                             As Previously             As
         For the Year Ended March 31, 1999                                      Reported            Restated

         Balance Sheet:
<S>                                                                          <C>               <C>
              Security deposits                                                                $        79,416
              Accrued expenses and other liabilities$                            312,672               264,888
              Retained earnings (deficit)                                    (12,194,961)          (12,115,545)
         Statement of Operations
              Net income (loss)                                                 (390,899)             (304,116)
</TABLE>

       Additionally,  the  shareholders'  equity as of March 31,  1998  would be
       increased by $79,416 and the  accumulated  deficit  decreased by the same
       amount.
<PAGE>
14.      SUBSEQUENT EVENT

On April 10, 2000, the Company issued  1,050,000  shares of the Company's common
stock to certain employees for compensation.  Compensation  expense for the year
ended March 31, 2001,  will be charged for the fair value of the stock issued in
the amount of $136,500.

15.      LEGAL MATTERS

The Company is currently involved in a couple of legal matters that arose in the
normal course of business. Claimants are seeking recovery of damages aggregating
approximately  $1,650,000  plus  exemplary/punitive  damages  and other  charges
aggregating approximately $580,000. The Company has denied all charges. Based on
information  currently available,  management does not believe that the ultimate
resolution of these matters will have a material adverse effect on the Company's
financial condition, results of operations or cash flows.
<PAGE>
         EXHIBIT INDEX
<TABLE>
<CAPTION>

Number                      Description

<S>         <C>
3.1         Amended and Restated Certificate of Incorporation

3.2         By-Laws*

3.3         Form of Common Stock Certificate

10.1        Stock Purchase Agreement, dated as of July 30, 1999, by and among Pride, Inc., Mason Hill & Co., Inc.
            and the shareholders of Mason Hill & Co., Inc.**

21.1        List of Subsidiaries of Mason Hill Holdings, Inc.

23.1        Consent of Lilling & Company, LLP

27.1        Financial Data Schedule
</TABLE>

* The exhibits  designated  with an asterisk have previously been filed with the
Commission  in  connection  with the Report on Form 8-K,  dated January 13, 1994
filed by Pride, Inc, the Registration  Statement on Form SB-2, dated January 12,
1996 (File No.  33-296-NY) filed by Pride Automotive  Group,  Inc. (PAG) and the
Report on Form 8-K, dated September 5, 1996,  filed by PAG, and are incorporated
by reference herein.

** Incorporated by reference to the Company's Definitive  Information  Statement
on Form 14-C, filed with the SEC on September 13, 1999).