UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

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

                  For the quarterly period ended August 31, 1999

                                       OR

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

                       FOR THE TRANSITION PERIOD FROM TO

                             Commission file number:

                            MASON HILL HOLDINGS, INC.

             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                  <C>
         DELAWARE                                    650109088
(State or other jurisdiction of                      (I.R.S. employer
incorporation or organization)                       identification No.)
</TABLE>

                                 110 WALL STREET
                            NEW YORK, NEW YORK 10005
              (Address of principal executive offices) (Zip code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 425-3000

            PRIDE, INC., WATFORD METRO CENTRE - TOPITS LANE, WATFORD
               HERTORDSHIRE, ENGLAND, WD1 8SB (Former name, former
              address and former fiscal year, if changed since last
                                     report)

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

     As of October 9, 1999,  approximately 1,083,179 shares, $.002 par value per
share, of the Company were issued and outstanding.


<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                  PAGE

         Consolidated Balance Sheets as of November 30, 1998 and
<S>                <C> <C>                                                                        <C>
            August 31, 1999                                                                       3

         Consolidated Condensed Statements of Operations for the nine months and
                  three months ended August 31, 1999 and August 31, 1998                          4

         Consolidated Condensed Statements of Comprehensive Income
                  (Loss) for the nine months and three months ended
                  August 31, 1999 and August 31, 1998                                             5

         Consolidated Condensed Statements of Cash Flows for the nine
                  months ended August 31, 1999 and 1998                                           6

         Notes to Interim Consolidated Condensed Financial Statements (Unaudited)                 7 - 13
</TABLE>


<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)

-ASSETS-
<TABLE>
<CAPTION>

                                                                                     AUG 31,            NOV 30,
                                                                                        1999               1998

             ASSETS:

<S>                                                                                       <C>           <C>
             Cash and cash equivalents ..........................................         2,301         54,953
             Accounts Receivable ................................................     2,033,077      1,571,983
             Property, revenue producing vehicles and equipment-net .............     1,355,683     21,599,835
             INVESTMENT .........................................................     5,241,460      4,048,460
                                                                                                   -----------

              TOTAL ASSETS ......................................................     8,632,521     27,275,231
                                                                                                   -----------

-LIABILITIES AND SHAREHOLDERS EQUITY-

              LIABILITIES:

              Bank Line of credit ...............................................        40,629      6,264,245
              Accounts payable ..................................................       157,473        558,314
                    Accrued liabilities and expenses ............................     3,988,941      1,738,304
                    Bank debt ...................................................     3,757,579        685,428
              Obligations under hire purchase contracts .........................       906,666     15,231,850
                    Loans payable ...............................................        34,610         34,610
              Other liabilities .................................................        22,208        249,842
                    ACQUISITION DEBT PAYABLE ....................................          --        1,686,000

              TOTAL LIABILITIES .................................................     8,908,106     26,448,593
                                                                                                   -----------


               MINORITY INTEREST ................................................             0        370,043
                                                                                                   -----------

              COMMITMENTS AND CONTINGENCIES

              SHAREHOLDERS EQUITY

                    Preferred stock, $.001 par value, 5,000,000 shares
                  authorized none issued or outstanding
                    Common stock, $0.002 par value, 500,000,000 shares authorized

                  1,995,357 shares issued and outstanding .......................         4,353          3,991
              Additional paid-in capital ........................................    12,139,931      8,332,895
             Retained Earnings (deficit) ........................................   (13,097,772)    (7,903,830)
             Deferred financing costs ...........................................             0        (44,734)
             FOREIGN CURRENCY TRANSLATION .......................................       677,903         68,273
                                                                                                   -----------

              TOTAL SHAREHOLDERS EQUITY .........................................      (275,585)       456,595
                                                                                                   -----------

              TOTAL LIABILITIES AND SHAREHOLDERS EQUITY .........................     8,632,521     27,275,231
                                                                                                   -----------
</TABLE>
<PAGE>
                          PRIDE, INC. AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>

                                            FOR THE NINE MONTHS                 FOR THE THREE MONTHS
                                            ENDED AUG 31                        ENDED AUG 31

                                            1999              1998              1999             1998
REVENUE                                     $                 $                 $             $

<S>                                                <C>          <C>              <C>          <C>
Contract hire income .......................       554,134      7,344,650        107,034      2,442,991
Sale of vehicles ...........................    15,907,479      2,733,244        907,663      1,128,885
FLEET MANAGEMENT AND OTHER INCOME ..........       621,550        726,254        449,173        171,511
                                                                                            -----------

                                                17,083,163     10,804,148      1,463,870      3,743,387
                                                                                            -----------


Cost of Sales ..............................    19,493,039      4,736,208      1,406,329      1,813,871
Depreciation ...............................       242,278      3,510,813         63,019      1,257,969
General and adminstration expenses .........     1,185,481      1,321,386        294,189        430,776
Amortization of goodwill ...................             0        473,038           --          157,679
Interest and other financing costs .........     1,611,579      1,693,560         49,788        591,829
Loss on Sale of Investment .................     1,271,893           --        1,271,893           --
Write down of Investment ...................     7,789,945           --        7,789,945           --
WRITE OFF OF GOODWILL ON CONSOLIDATION .....     6,443,232           --        6,443,232           --
                                                                                            -----------

                                                38,037,447     11,735,005     17,318,395      4,252,124
                                                                                            -----------

LOSS BEFORE MINORITY

INTERESTS ..................................   (20,954,284)      (930,857)   (15,854,525)      (508,737)

Minority interests in net loss of

CONSOLIDATED SUBSIDIARIES ..................       370,043        425,371              0        231,465
                                                                                            -----------

LOSS BEFORE PROVISION FOR

INCOME TAXES ...............................   (20,584,241)      (505,486)   (15,854,525)      (277,272)

PROVISION FOR INCOME TAXES .................          --             --            --              --

NET LOSS ...................................   (20,584,241)      (505,486)   (15,854,525)      (277,272)
                                                                                            -----------

LOSS PER COMMON SHARE(NOTE 5)

Net Loss before minority interest ..........   $    (10.17)   $      (.47)   $     (7.66)   $      (.25)
MINORITY INTERESTS IN NET LOSS OF SUBSIDIARY          0.18           0.22              0           0.11
                                                                                            -----------
                                               $     (9.99)   $      (.25)   $     (7.66)   $      (.14)
                                                                                            -----------

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING ................................     2,059,185      1,995,357      2,070,118      1,995,357
                                                                                            -----------

</TABLE>



<PAGE>
                           PRIDE,INC AND SUBSIDIARIES
  CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
<TABLE>
<CAPTION>

                                              FOR THE NINE MONTHS         FOR THE THREE MONTHS
                                              ENDED AUG 31,               ENDED AUG 31,

                                              1999               1998        1999              1998

<S>                                         <C>               <C>         <C>               <C>
NET LOSS ................................   (20,584,241)      (505,486)   (15,854,525)      (277,272)

OTHER COMPREHENSIVE INCOME
 FOREIGN CURRENCY TRANSLATION ADJUSTMENTS       461,129        385,199       (155,852)       (15,539)
                                                                                         -----------

COMPREHENSIVE (LOSS) INCOME .............   (20,123,112)      (120,287)   (16,010,377)      (292,811)
                                                                                         -----------
</TABLE>
<PAGE>
                           PRIDE INC. AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>

                                                              FOR THE NINE MONTHS ENDED

                                                                       AUG 31,
                                                               1999             1998

OPERATING ACTIVITIES

<S>                                                         <C>               <C>
  Net (Loss) ............................................   (20,584,241)      (505,486)
  Adjustments to reconcile net loss to net cash
    (utilized) by operating activities :

           Minority interests in net loss of subsidiaries      (370,043)      (425,371)
           Depreciation and amortization ................       242,278      3,510,813
           Amortization of goodwill .....................          --          473,038
           Deferred finance costs .......................          --           26,830
           Net Loss on disposal of fixed assets .........     1,699,698        202,891
           Loss on sale of investment ...................     1,271,893         27,006
           Write down of investment .....................     7,789,945           --
           Write off of Goodwill on consolidation .......     6,443,232

  Changes in assets & liabilities

           (increase) in accounts receivable ............      (461,094)      (308,545)
           Decrease in inventories ......................          --          132,369
           Increase in accounts payable, accrued expenses
                    AND OTHER CREDITORS .................     1,622,162         54,826
                                                                           -----------

  NET CASH (UTILIZED) PROVIDED FROM OPERATING ACTIVITIES     (2,346,170)     3,188,371
                                                                           -----------

INVESTING ACTIVITIES

  Purchase of revenue-producing assets ..................          --       (6,393,018)
  Proceeds from sale of fixed assets ....................    18,825,876      2,813,533
  Proceeds from sale of investments .....................       475,000        109,555
  PROCEEDS FROM SALE OF SHARES ..........................         8,162           --
                                                                           -----------


  NET CASH PROVIDED (UTILIZED) BY INVESTING ACTIVITIES ..    19,309,038     (3,469,930)
                                                                           -----------

FINANCING ACTIVITIES

  (Decrease) increase in Bank lines of credit ...........    (6,223,616)       888,481
  Increase in bank debt .................................     4,160,000           --
  Principal payments in long term debt ..................    (1,087,849)        (1,281)
  Proceeds from hire purchase contract funding ..........          --        6,492,373
  PRINCIPAL REPAYMENTS OF HIRE PURCHASE CONTRACT FUNDING    (14,325,184)    (7,512,487)
                                                                           -----------

  NET CASH (UTILIZED) BY FINANCING ACTIVITIES ...........   (17,476,649)      (132,914)
                                                                           -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH .................       461,129        385,199

NET (DECREASE) IN CASH

AND CASH EQUIVALENTS ....................................       (52,652)       (29,274)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ..........        54,953         84,227
                                                                           -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD ................         2,301         54,953
                                                                           -----------

</TABLE>

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

NOTE 1 - BASIS OF PRESENTATION

The accompanying  unaudited  consolidated  financial statements are presented in
accordance with generally accepted  accounting  principles for interim financial
information and the  instructions to Form 10-QSB and item 310 under subpart A of
Regulation  S-B.  In the  opinion  of  management,  all  adjustments  considered
necessary for a fair presentation have been included.  Operating results for the
three  and  nine  month  periods  ended  August  31,  1999  are not  necessarily
indicative  of the results that may be expected for the year ended  November 30,
1999.

The  balance  sheet at  November  30,  1998 has been  derived  from the  audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

For further  information,  refer to the  consolidated  financial  statements and
footnotes thereto included in the Company's annual report on Form 10-KSB for the
year ended November 30, 1998.

NOTE 2 -DESCRIPTION OF COMPANY

Pride,  Inc. (the "Company"),  which is a holding  company,  was incorporated as
International  Sportfest,  Inc. in the state of Delaware on September  11, 1988.
The Company was a development  stage company with no operations  through January
13,  1994.  On that date,  the Company  acquired,  through an exchange of stock,
Pride Management Services Plc ("PMS"), a consolidated group of companies located
in the United Kingdom.  Simultaneously with the acquisition, the Company changed
its name from International Sportfest, Inc. to Pride, Inc. and has its corporate
offices in Watford,  England and New York,  New York.  By acquiring  100% of the
issued  and  outstanding  common  stock  of  Pride  Management,   PMS  became  a
wholly-owned  subsidiary of the Company. For accounting purposes the acquisition
was treated as a  recapitalization  of Pride Management with PMS as the acquirer
in a reverse acquisition.

Pursuant  to the  acquisition,  the Company  issued an  aggregate  of  9,000,000
(900,000  shares-post  Reverse  stock  split)  shares of its common stock to the
stockholders of PMS in the acquisition. The 9,000,000 (pre-reverse split) shares
represented  89% of the  10,155,350  (pre-reverse  split) shares of common stock
outstanding  immediately after the acquisition.  The common stock was determined
in arms-length  negotiations between management of the company and management of
PMS. None of the  stockholders or management of PMS were  previously  affiliated
with the Company in any manner.  The principal basis used in the negotiations to
determine the number of shares to be issued by the Company was the percentage of

<PAGE>
stock which would be owned by the new control groups after the issuance thereof,
rather than any traditional  valuation formulas. By acquiring 100% of the issued
and outstanding common stock of PMS, PMS became a wholly owned subsidiary of the
Company.  For  accounting  purposes,  the  acquisition  has  been  treated  as a
recapitilization of PMS, with PMS as the acquirer in a reverse  acquisition.  In
March  1995,  pursuant  to the terms and  conditions  of a  reorganization,  the
Company exchanged all its shares in Pride Management  Services Plc for 1,500,000
shares of common stock in Pride  Automotive  Group, Inc (a newly formed Delaware
corporation).  As a result of this exchange, Pride Automotive Group, Inc ("PAG")
became a majority owned subsidiary of the Company and the parent of PMS.

Pride  Management  Services Plc (PMS) is a holding  company of six  subsidiaries
engaged in the leasing of motor  vehicles  primarily  on contract  hire to local
authorities and selected corporate customers throughout the United Kingdom.

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

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

On December 11,1998, PAG, through its subsidiary, Pride Management Services Plc,
completed  the  sale  of   substantially   all  its  leasing   assets,   leaving
approximately  13% of  its  revenue  producing  vehicles  after  the  sale.  The
consideration  paid was $14,763,680  against balance sheet value of $17,851,023.
As a condition of sale,  hire purchase  creditors were paid  $14,537,000 in full
and final settlement of the debt outstanding on the leased assets sold against a
balance sheet value of $13,127,303 at an early settlement penalty of $1,409,697.
In addition,  the bank was restructured as follows. Upon completion of the sale,
$1,815,000  was repaid to the bank. The balance of $4,449,245 has been converted
into two  loans;  Loan A for  $1,485,000  and Loan B for  $2,964,245.  Loan A of
$1,485,000 is repayable by July 31,1999,  in event of which Loan B of $2,964,245
will be forgiven.  ln the event that Loan A is not repaid by July  31,1999,  the
full amount  outstanding on the loans is repayable on demand.  This  arrangement
has now being  extended to 31 December  1999. As a result of the sale, PAG wrote
off its related  goodwill,  which had a carrying value of $8,444,147 at November
30,1998.
<PAGE>
On February 19,  1999,  it was  announced  that the PAG had executed a Letter of
Intent to acquire 100% of the capital stock Digital Mafia Entertainment,  LLC in
exchange for 7,400,000  shares of that Company's common stock. On March 31, 1999
PAG executed a definitive Share Exchange Agreement with Digital on revised terms
to  which  it  agreed  to  issue  14,800,000  shares  of  its  common  stock  to
shareholders  of  Digital.  This  increase  in the number of shares  issued is a
result of the Nasdaq notification on March 12,1999 that the PAG's securities had
been delisted for, among other things,  failure to maintain  tangible book value
of at least  $2,000,000.  Subsequently,  PAG's common  stock and  warrants  were
listed on the NASD Bulletin  Board and began trading on the NASD bulletin  board
on May 17, 1999.

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

In addition,  PAG  announced  that it was selling its wholly  owned  subsidiary,
Pride Management Services Plc to the Company for a nominal  consideration of $1.
PMS has a negative net worth and is winding down its operations.

In addition, PAG's 16%interest in AC Automotive Group, Inc. valued at
$4,048,460 was also sold to the Company for a nominal consideration of $1.

The sale of the Automotive interest to the Company is coupled with the sale
by PAG of its interest in PMS to the Company for the sum of $1.00.

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

PAG also raised  approximately  $1,000,000 from a private offering of its common
stock,  the  majority of the proceeds  from the  offering  having been loaned to
Digital Mafia.

The above transactions closed on June 18,1999.

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

On May 4,1999,  the Company  issued  100,000  shares of common stock to Mitchell
Lampert as compensation  for services  rendered,  valued at $8000, as counsel to
the Company.

On June 23,1999, the Company issued 81,000 shares at par to Mason Hill &
Co, Inc. as compensation for its services to be rendered as investment bankers.
<PAGE>
On August 3, 1999,  the Company  executed a definitive  agreement to acquire all
the issued and  outstanding  capital of Mason Hill+Co,  Inc. in exchange for the
issuance of 15,886,618 shares of Pride Common Stock.

On July 30, 1999, the Company executed a definitive agreement to acquire all the
issued and  outstanding  capital of Mason Hill & Co, Inc.  in  exchange  for the
issuance of 15,886,618 shares of Pride Common Stock.

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

NOTES 3-FIXED ASSETS

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

                                                                   August 31,      November 30,
                                                                     1999             1998
                                                                          (unaudited)

<S>                                                                <C>               <C>
Building and improvements                                              -                784,599
Revenue producing vehicles                                         1,390,933         26,954,977
FURNITURE,FIXTURES AND MACHINERY                                     576,270            576,270
                                                                   ------------------------------
                                                                   1,967,203         28,315,846

LESS: ACCUMULATED DEPRECIATION                                       611,520          6,716,011
                                                                   ------------------------------
                                                                   1,355,683         21,599,835
</TABLE>
NOTE 4-LIABILITIES

     Included in liabilities as of August 31,1999,  are amounts in the aggregate
of $ 378,941  which are not due and  payable  until  after  August  31,2000.This
amount comprises equipment notes payable.


NOTE 5-MINORITY INTERESTS IN SUBSIDIARIES

The  minority  interest in  subsidiary  has been  written down to zero since the
subsidiary had negative equity.

Transactions effecting the minority owned subsidiary are as follows:


<PAGE>
In April 1996,  PAG  successfully  completed an initial  public  offering of its
common  stock,  as a result of which the  Company's  investment  was  reduced to
56.45%.

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

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

As a result of this transaction, the Company held 1,425,000 shares of PAG common
stock.

Following the further restructure of PAG during the quarter ended 31 May, 1
999, the Company  controlled  50.71 % of the voting  rights in the issued common
stock of PAG.


NOTE 6-NEW ACCOUNTING PRONOUNCEMENTS

           (A)    EARNINGS (LOSS) PER SHARE

THE COMPANY HAS ADOPTED SFAS 128 'EARNINGS  PER SHARE'  ("SFAS  128'),  which is
effective for periods  ending after December 15, 1997 and has changed the method
of calculating  eamings (loss) per share.  SFAS 128 requires the presentation of
basic and diluted earnings (loss) per share on the face of the income statement.
Prior period earnings (loss) per share data has been restated in accordance with
SFAS  128.Loss  per common  share is computed  by  dividing  the net loss by the
weighted average number of common shares outstanding during the period.

           (B)    STATEMENT OF COMPREHENSIVE INCOME

THE COMPANY HAS ADOPTED  SFAS 130  'REPORTING  COMPREHENSIVE  INCOME',  which is
effective for the years beginning  after December  15,1997 and early adoption is
permitted.  Comprehensive  income  consists  of net  income  or loss  and  other
comprehensive income (income,  expenses, gains and losses that bypass the income
statement and are reported directly as a separate component of equity).

NOTE 7-SUBSEQUENT EVENTS

On October 1, 1999,  Pride  consummated its 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 the Company.  The transaction was completed
in accordance with the terms of the stock purchase  agreement,  dated as of July
30, 1999,  between the Company,  Mason Hill & Co. and the  shareholders of Mason
Hill & Co.
<PAGE>
As part of the  completed  transaction,  Pride has (i) changed its name to Mason
Hill Holdings,  Inc.  ("Mason Hill  Holdings");  and (ii) reduced its authorized
capital from 500,000,000  shares of common stock to 20,000,000  shares of common
stock.  In addition,  the  officers of the Company  have  resigned and have been
replaced by officers of Mason Hill & Co.

In addition to the foregoing, Pride's subsidiaries have been reorganized
such that its AC Investments Inc. and PMS Investments,  Inc.  subsidiaries  have
become wholly-owned subsidiaries of AC Holdings, Inc., a wholly-owned subsidiary
of Pride. Pride will now cause its AC Holdings,  Inc.  subsidiary to be spun-off
to its shareholders.

Pride has also agreed to cause (i) 743,000 shares of DME  Interactive  Holdings,
Inc. common stock that it owns to be spun-off to its shareholders,  (ii) 350,000
shares DME Interactive Holdings,  Inc. common stock that it owns to be delivered
to AC  Holdings,  Inc.  as a  contribution  to its  capital,  and (iii) at least
100,000 DME Interactive Holdings, Inc. common stock which it owns to be retained
by Pride.

Lastly,  simultaneous  with the closing of the  agreement,  Mason Hill Holdings'
stock underwent a 1 for 2 reverse split.

Pride, under its new name, Mason Hill Holdings, will be engaged, through its new
wholly-owned  subsidiary,  Mason Hill & Co., in commercial brokerage operations,
particularly  retail and institutional  securities sales of securities,  trading
and market making activities,  and investment and merchant banking. In addition,
Mason Hill & Co. intends to engage in other aspects of the securities  business,
such as the purchase and sale of United  States  Government  obligations,  money
market  instruments,  mortgage  related  securities,  municipal  and tax  exempt
securities, options and foreign exchange commodities.

Mason Hill Holdings' common stock is now traded on the Over The Counter Bulletin
Board under the new Symbol "MHLL".
<PAGE>
ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

OVERVIEW

         Statements  in this  Quarterly  Report on Form  10-QSB  concerning  the
Company's  outlook or future economic  performance,  anticipated  profitability,
gross billings,  expenses or other financial  items,  and statements  concerning
assumption made or exceptions to any future events,  conditions,  performance or
other matter are "forward looking statements," as that term is defined under the
Federal  Securities  Laws.  Forward-looking  statements  are  subject  to risks,
uncertainties,  and other  factors  which would cause  actual  results to differ
materially from those stated in such statements. Such risks, uncertainties,  and
other factors which would cause actual results to differ  materially  from those
stated in such statements.  Such risks, and  uncertainties  and factors include,
but are not limited to: (i) changes in external  competitive  market  factors or
trends in the Company's results of operation; (ii) unanticipated working capital
or other cash requirements; and (iii) changes in the Company's business strategy
or an inability to execute its competitive  factors that may prevent the Company
from competing successfully in the marketplace.

BACKGROUND

Pride,  Inc. (the "Company"),  which is a holding  company,  was incorporated as
International  Sportfest,  Inc. in the state of Delaware, on September 11, 1988.
The Company was a development  stage company with no operations  through January
13, 1994.  On that date,  the Company  acquired  Pride  Management  Services Plc
("PMS")  as a  wholly-owned  subsidiary,  by  acquiring  100% of the  issued and
outstanding  common stock of PMS. For accounting  purposes the  acquisition  was
treated as a recapitalization  of Pride Management with PMS as the acquirer in a
reverse acquisition. PMS is 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. The Company's corporate offices are
located in Watford, England and New York, New York.

Pursuant to the acquisition, the Company issued an aggregate of 9,000,000 shares
of  its  common  stock  (900,000  shares,  post  reverse  stock  split)  to  the
stockholders of PMS. The 9,000,000 shares (pre-reverse split) represented 89% of
the  10,155,350  shares  of  common  stock   (pre-reverse   split)   outstanding
immediately  after the  acquisition.  The number of shares of common stock to be
issued  by the  Company  was  determined  in  arms-length  negotiations  between
management of the Company and  management of PMS.  None of the  stockholders  or
management of PMS were previously affiliated with the Company in any manner. The
principal basis used in the negotiations was the percentage of stock which would
be owned by the new control groups after the issuance  thereof,  rather than any
traditional valuation formulas.

In March 1995, the Company exchanged all its shares in Pride Management Services
Plc for  1,500,000  shares of common stock in Pride  Automotive  Group,  Inc. (a
newly  formed  Delaware  corporation).  As a  result  of  this  exchange,  Pride
Automotive Group, Inc. ("PAG") became a majority owned subsidiary of the Company
and the parent of PMS.


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

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

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

On February  19,1999,  it was  announced  that the PAG had  executed a Letter of
Intent to acquire 100% of the capital stock of Digital Mafia Entertainment,  LLC
("DME") in exchange for 7,400,000 shares of the Company's common stock. On March
31, 1999 PAG executed a definitive Share Exchange  Agreement with DME on revised
terms,  by which it agreed to issue  14,800,000  shares of its  common  stock to
shareholders of DME. This increase in the number of shares issued is a result of
the Nasdaq  notification  on March 12, 1999 that the PAG's  securities  had been
delisted for,  among other things,  failure to maintain a minimum  tangible book
value of $2,000,000.  Subsequently,  PAG's common stock and warrants were listed
on the NASD Bulletin  Board and began trading on the NASD bulletin  board on May
17, 1999.


<PAGE>
On May 4, 1999,  the Company  issued  100,000 shares of common stock to Mitchell
Lampert as compensation for services rendered, valued at $8000, as legal counsel
to the Company.

On June 23, 1999, the Company issued 81,000 shares to Mason Hill & Co.,
Inc. as compensation for its services to be rendered as investment bankers.

Due to the change in ownership in PAG,  resulting  from the reverse  merger with
DME  completed on June 18, 1999,  the  Company's  interest in PAG was reduced to
approximately 6%.  Accordingly,  consolidation is no longer  appropriate and the
Company's  investment  in  PAG  is  been  reported  under  the  cost  method  of
accounting.

In addition,  PAG announced the sale of its wholly owned subsidiary,  PMS to the
Company for a nominal  consideration  of $1. PMS has a negative net worth and is
winding down its  operations.  PAG's 16% interest in AC Automotive  Group,  Inc.
valued at $4,048,460 was also sold to the Company for a nominal consideration of
$1.  As  part  of  the  above  transactions,   noteholders  holding  in  PAG  of
approximately $1,425,000 principal of debt have agreed to convert their notes to
common stock in PAG.

PAG also raised  approximately  $1,000,000 from a private offering of its common
stock.  The majority of the proceeds  from the offering  were loaned to DME. The
above  transactions  closed on June 18, 1999.  It is the  intention of the newly
appointed  board of  directors  of DME to  change  the name of Pride  Automotive
Group,  Inc. to DME  Interactive  Holdings,  Inc. to reflect  PAG's new business
direction.

On July 30, 1999, the Company executed a definitive agreement to acquire all the
issued and  outstanding  capital of Mason Hill & Co.,  Inc., in exchange for the
issuance of 15,886,618 shares of Pride Common Stock.

On October 1, 1999,  Pride  consummated its 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 the Company.  The transaction was completed
in accordance with the terms of the stock purchase  agreement,  dated as of July
30, 1999,  between the Company,  Mason Hill & Co. and the  shareholders of Mason
Hill & Co.

As part of the  completed  transaction,  Pride has (i) changed its name to Mason
Hill Holdings,  Inc.  ("Mason Hill  Holdings");  and (ii) reduced its authorized
capital from 500,000,000  shares of common stock to 20,000,000  shares of common
stock.  In addition,  the  officers of the Company  have  resigned and have been
replaced by officers of Mason Hill & Co.

In addition to the foregoing, Pride's subsidiaries have been reorganized
such that its AC Investments Inc. and PMS Investments,  Inc.  subsidiaries  have
become wholly-owned subsidiaries of AC Holdings, Inc., a wholly-owned subsidiary
of Pride. Pride will now cause its AC Holdings,  Inc.  subsidiary to be spun-off
to its shareholders.


<PAGE>
Pride has also agreed to cause (i) 743,000 shares of DME  Interactive  Holdings,
Inc. common stock that it owns to be spun-off to its shareholders,  (ii) 350,000
shares DME Interactive Holdings,  Inc. common stock that it owns to be delivered
to AC  Holdings,  Inc.  as a  contribution  to its  capital,  and (iii) at least
100,000 DME Interactive Holdings, Inc. common stock which it owns to be retained
by Pride.

Lastly,  simultaneous  with the closing of the  agreement,  Mason Hill Holdings'
stock underwent a 1 for 2 reverse split.

Pride, under its new name, Mason Hill Holdings, will be engaged, through its new
wholly-owned  subsidiary,  Mason Hill & Co., in commercial brokerage operations,
particularly  retail and institutional  securities sales of securities,  trading
and market making activities,  and investment and merchant banking. In addition,
Mason Hill & Co. intends to engage in other aspects of the securities  business,
such as the purchase and sale of United  States  Government  obligations,  money
market  instruments,  mortgage  related  securities,  municipal  and tax  exempt
securities, options and foreign exchange commodities.

Mason Hill Holdings' common stock is now traded on the Over The Counter Bulletin
Board under the new Symbol "MHLL".

RESULTS OF OPERATIONS

THREE  MONTHS  ENDED  AUGUST 31, 1999  COMPARED TO THREE MONTHS ENDED AUGUST 31,
1998.

     Revenues for the three months ended August 31, 1999 were $1,463,870,  a 61%
decrease over prior year's revenues of $3,743,387.

     Cost of sales for the three months ended August 31, 1999 were $1,406,329, a
22% decrease over prior year's cost of sales of $1,813,871.

     Depreciation  for the three months  ended  August 31, 1999 was  $63,019,  a
decrease of $1,194,950 over prior year's depreciation of $1,257,969.

     General and  administrative  expenses for the three months ended August 31,
1999 were $294,189,  a 32% decrease over prior year's general and administrative
expenses of $430,776.

     Interest expense for the Company for the three months ended August 31, 1999
decreased to $49,788  from  $591,829 for the three months ended August 31, 1998.
This decrease in interest expense is attributable to the pay down of obligations
under hire purchase contracts and the restructuring of the bank line of credit.


<PAGE>
     The Company  showed net loss for the three  months ended August 31, 1999 of
$15,854,525  as  compared to a net loss of  $277,272  for the same period  ended
August 31,  1998.  The  increase  in the net loss was  primarily a result of the
write  down of  investment  of  $7,789,945  and the  write-off  of  goodwill  on
consolidation of $6,443,232.

     Loss per share for the three  months  ended  August 31,  1999 were  ($7.66)
compared  to  ($0.25)  for the same  period  last year  using  the total  shares
presently outstanding of 2,070,118 and 1,995,357, respectively.

     The results of  operations  of the Company for the quarter ended August 31,
1999 described above, were primarily affected by the Company's completion of the
sale of  substantially  all its  leasing  assets.  As a  result,  the  following
applies:

     o No new business was written during this quarter.  Fleet management income
has also reduced substantially;

     o During the quarter ended August 31, 1999, 85 vehicles were disposed of at
a loss of $416,569;

     o During the  quarter,  the Company  disposed  of 232,000  DME  Interactive
Holdings,  Inc shares for a net proceeds of $ 475,000.  This sale  resulted in a
book loss of $1,271,893.  The remaining  1,193,000 shares have been written down
to current market value of  approximately  $1. This has resulted in a write down
of the investment in DME Interactive Holdings, Inc shares of $7,789,945.

     o The  Company  acquired  the shares in PMS from PAG for $1. As a result of
this  transaction,   Goodwill  on  acquisition  of  the  shares,   amounting  to
$6,443,232, has been written off.

NINE MONTHS ENDED AUGUST 31, 1999 COMPARED TO NINE MONTHS ENDED AUGUST 31, 1998.

Revenues  for the nine  months  ended  August 31, 1999 were  $17,083,163,  a 58%
increase over prior year's revenues of $10,804,148. This increase was due to the
sale and disposal of approximately 1,100 vehicles. Specifically, during the nine
month period ended August 31, 1999, the Company, through PAG's subsidiary,  PMS,
completed the sale of  substantially  all its leasing  assets.  972 vehicles and
their  related  contracts  were  disposed  of at a book loss of  $3,087,343.  In
addition to this sale,  129  additional  vehicles  were disposed of at a loss of
$565,932.

Cost of sales for the nine months ended August 31, 1999 were $19,493,039, a 312%
increase over prior year's cost of sales of $4,736,208. This increase was due to
the disposal of approximately  1,100 vehicles discussed above. This has resulted
in a large reduction of  depreciation  for the nine months ended August 31, 1999
to $242,278, a $3,268,535 decrease over prior year's depreciation of $3,510,813.

General and administrative expenses for the nine months ended August 31,
1999  were   $1,185,481,   a  10%  increase   over  prior  year's   general  and
administrative expenses of $1,321,386.


<PAGE>
Interest  expense  for the Company  for the nine  months  ended  August 31, 1999
decreased by approximately $80,000, to $1,611,579 from $1,693,560,  for the nine
months  ended  August 31,  1998.  Interest  and  financing  costs  were  reduced
substantially  by  the  reduction  in  hire  purchase  funding  relating  to the
substantial  asset sale and restructure of bank lines of credit.  However,  this
has been offset by the early  settlement  penalty of $1,410,000  relating to the
debt outstanding on the leased assets sold on December 11, 1998.

The  Company  showed  net loss for the nine  months  ended  August  31,  1999 of
($20,584,241)  as compared to a net loss of ($505,486) for the same period ended
August 31, 1998. The increase in the net loss was primarily a result of the loss
on the sale of  investment  of  $1,271,893,  the  write  down of  investment  of
$7,789,945 and the write-off of goodwill on consolidation of $6,443,232.

Loss per share for the nine months ended August 31, 1999 were ($10.17)  compared
to  ($0.47)  for the same  period  last year  using the total  shares  presently
outstanding of 2,059,185 and 1,995,357, respectively.

FOREIGN CURRENCY TRANSLATION ADJUSTMENTS

The Company has foreign currency  translation losses of ($155,852) and ($15,539)
for the three months ended August 31, 1999 and 1998, respectively,  and $461,129
and foreign currency gains of $385,199 for the nine months ended August 31, 1999
and 1998, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The  Company  had a negative  net change in cash of $52,652  for the nine months
ended August 31, 1999.  The principal  sources of cash were from the proceeds of
the sale of vehicles and  investments  ($19,300,876),  and the principal uses of
cash were for the restucturing of debt ($17,476,649).  In addition, cash used in
operating activities for the nine-month periods ended August 31, 1999 aggregated
$(2,346,170).

As a result of the Company's  financial  position as of August 31, 1999,  doubts
are raised about the Company's ability to continue as a going concern.  In order
to address the financial  situation of the Company,  in March 1999,  the Company
completed the  acquisition  of all the issued and  outstanding  capital stock of
Digital  Mafia  Entertainment,  LLC, in exchange  for the  issuance of 7,400,000
shares in PAG common stock.  PAG also,  at the same time,  sold its ownership of
PMS, as well as its 16% interest in AC Automotive Group, Inc. to the Company for
nominal value ($1 each). The sale was completed on June 18, 1999.

In addition to the foregoing, in July 1999, the Company executed an agreement to
acquire  all the issued and  outstanding  capital of Mason Hill & Co.,  Inc.  in
exchange  for the  issuance of  15,886,618  shares of Pride  Common  Stock.  The
transaction was completed on October 1, 1999.

As a result of the foregoing, the Company has effectively discontinued its prior
operations,  and has now  emerged as a parent  holding  company for Mason Hill &
Co., Inc.


<PAGE>
YEAR 2000

The  Company's  review of its own  operating  systems does not indicate any year
2000 problems.  However, the Company is highly dependent on third party vendors.
Failures and  interruptions,  if any,  resulting  from the  inability of certain
computing  systems of third party  vendors,  including  the  Company's  clearing
broker to  recognize  the year 2000 could have  material  adverse  effect on the
Company's  results of  operations.  There can be no assurance that the year 2000
issue can be resolved by any of such third parties prior to the upcoming  change
in the century.  Although the Company may incur substantial costs,  particularly
costs resulting from increased charges by its third party service providers,  as
a result of such third party service providers correcting year 2000 issues, such
costs are not sufficiently certain to estimate at this time.


<PAGE>
                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                           None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

                           None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                           None.

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

                           None.

ITEM 5.  OTHER INFORMATION

                           None.

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

                  (A) Exhibits filed herewith:

                           EXHIBIT

                  Exhibit 27:       Financial Data Schedule

                  (B) Forms 8-K filed during quarter:

                  The  Company  did not file any  reports on Form 8-K during the
three month period ended August 31, 1999.


<PAGE>
                                   SIGNATURES

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

                                                       MASON HILL HOLDINGS, INC.

                                                  BY: /S/ CHRISTOPHER J. KINSLEY
                                                                       President

                  Dated: October 25, 1999