SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8 K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
OCTOBER 14, 1999
(Date of report)
MASON HILL HOLDINGS, INC.
DELAWARE 033-24178-A 650109088
(State of Incorporation) (Commission File Number) (IRS Employer ID)
110 WALL STREET, NEW YORK, NEW YORK 10005
(Address of Principal Executive Offices)
(212) 425-3000
(Registrant's Telephone Number)
Mason Hill Holdings, Inc. (the"Company") initially filed a Current Report
on Form 8-K with the Securities and Exchange Commission on October 14, 1999,
which is hereby amended by this Form 8-K/A to comply with Item 7 of Form 8-K and
the provisions of Rule 3-05 of Regulation S-X.
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On October 1, 1999, Pride, Inc. ("Pride" or the "Company") consummated
their acquisition of all of the issued and outstanding stock of Mason Hill &
Co., Inc., a Delaware corporation ("Mason Hill & Co.), in exchange for the
issuance of 15,886,618 shares of Common Stock of the Company. As a result of the
acquisition, the shareholders of Mason Hill & Co., Inc. now controls
approximately 86% of the issued and outstanding voting stock of the Company. See
"Item 2 Acquisition or Disposition of Assets."
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 1, 1999, Pride consummated their 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been replaced by officers of Mason Hill & Co.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.
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 7. FINANCIAL STATEMENTS, PRO FORMA Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The Company acquired 100% of the outstanding shares of capital
stock of Mason Hill & Co., Inc. on October 1, 1999. The
audited financial statements of Mason Hill & Co., Inc. and the
related Auditors Report as of March 31, 1999 and 1998 are
filed herein as Addendum I.
(b) Pro Forma Financial Information.
Pro Forma Combined Financial Information of the Company and
Mason Hill & Co., Inc. as of September 30, 1999 and 1998 and
for the nine months ended September 30, 1999 and 1998 is filed
herein as Addendum II.
(c) Exhibits
NUMBER DESCRIPTION
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. (Previously filed as an exhibit to
the Company's Definitive Information Statement, filed on
September 13, 1999).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
(REGISTRANT)
DECEMBER 14, 1999 /S/CHRISTOPHER J. KINSLEY
Christopher J. Kinsley, President
<PAGE>
ADDENDUM I
<PAGE>
Board of Directors and Stockholders
Mason Hill & Co., Inc.
New York, New York
We have audited the accompanying statement of financial condition of Mason
Hill & Co., Inc. as of March 31, 1999 and the related statements of operations,
stockholder's equity, cash flows and changes in liabilities subordinated to
claims of general creditors 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.
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 & Co., Inc. as of
March 31, 1999 and the results of its operations, and cash flows for the year
then ended in conformity with generally accepted accounting principles.
/s/ Lilling & Company
CERTIFIED PUBLIC ACCOUNTANTS
May 20,1999
Ten Cutter Mill Road, Great Neck, NY 11021-3201
(516) 829-1099
Fax (516) 829-1065
<PAGE>
MASON HILL & CO., INC.
STATEMENT OF FINANCIAL CONDITION
MARCH 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash ...................................................... $ 484,377
Receivable from broker dealers ............................ 776,199
Securities owned .......................................... 169,415
Furniture, equipment, and leasehold improvements
net of accumulated depreciation of $143,814 ............... 48,854
other assets .............................................. 102,909
-----------
$ 1,581,754
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Commissions payable ....................................... $ 653,647
Accrued expenses and other liabilities .................... 312,672
-----------
966,319
Liabilities subordinated to the claims of general creditors 230,000
-----------
Stockholders' equity:
Common stock, no par value; 200 shares authorized, 1,196,319
-----------
100 shares issued and outstanding ................. 2,000
Additional paid-in capital ........................ 1,321,554
Retained earnings (deficit) ........................... (938,119)
-----------
385,435
-----------
$ 1,581,754
===========
</TABLE>
See notes to financial statements
-2-
<PAGE>
MASON HILL & CO., INC.
STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31,1999
<TABLE>
<CAPTION>
REVENUE
<S> <C>
Trading ........................ $ 3,464,198
Commissions .................... 1,604,045
Other income ................... 85,319
---------
5,153,562
---------
EXPENSES
Salaries and Related costs ..... 3,506,520
Commissions and clearing charges 346,128
Communications ................. 320,728
Occupancy ...................... 450,606
Interest ....................... 25,386
Operating expenses ............. 895,093
---------
5,544,461
---------
NET LOSS ....................... $ (390,899)
=========
</TABLE>
See notes to financial statements
-3-
<PAGE>
MASON HILL & CO., INC.
STATEMENT OF CASH FLOWS
YEAR ENDED MARCH 31,1999
<TABLE>
<CAPTION>
Cash flows from operating activities
<S> <C>
Net loss ......................................... $(390,899)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation ..................................... 30,782
Increase in receivable from clearing broker ...... (361,389)
Decrease in securities owned ..................... 88,852
Increase in other assets ......................... (100,510)
Decrease in securities sold, but not yet purchased (17,537)
Increase in commissions payable .................. 569,892
Increase in accrued expenses and other liabilities 187,849
-------
Total adjustments ................................ 397,939
-------
Net cash provided by operating activities ........ 7,040
-------
Cash flow from investing activities:
Cash paid for the purchase of property ........... (5,357)
-------
Net cash used by investing activities ............ (5,357)
-------
Cash flow from financing activities:
Proceeds from capital contributions .............. 562,500
Decrease in subordinated liabilities ............. (100,000)
-------
Net cash provided by financing activities ........ 462,500
-------
NET INCREASE IN CASH ............................. 464,183
CASH - BEGINNING ................................. 20,194
-------
CASH - END ....................................... $ 484,377
=======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest expense ................................. $ 3,886
=======
Income Tax ....................................... $ 1,249
=======
</TABLE>
See notes to financial statements
-4-
<PAGE>
MASON HILL & CO., INC.
STATEMENT OF STOCKHOLDERS' EQUITY
YEAR ENDED MARCH 31,1999
<TABLE>
<CAPTION>
ADDITIONAL RETAINED
COMMON PAID-IN EARNINGS
STOCK CAPITAL (DEFICIT) TOTAL
<S> <C> <C> <C> <C> <C>
Balance - April 1,1998 $ 2,000 $ 759,054 $ (547,220) $213,834
Net loss (390,899) (390,899)
Capital contributions 562,500 562,500
------- ---------- ----------- ----------
Balance - March 31, 1999 $ 2,000 $1,321,554 $ (938,119) $ 385,435
======= ========== =========== ==========
</TABLE>
See notes to financial statements
-5-
<PAGE>
MASON HILL & CO., INC.
STATEMENT OF CHANGES IN LIABILITIES SUBORDINATED
TO THE CLAIMS OF GENERAL CREDITORS
YEAR ENDED MARCH 31,1999
<TABLE>
<CAPTION>
<S> <C>
Balance - April 1,1998 $ 330,000
Additions ............. --
Decreases ............. (100,000)
---------
Balance - March 31,1999 $ 230,000
=========
</TABLE>
See notes to financial statements
- 6-
<PAGE>
MASON HILL & CO., INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31,1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Mason Hill & Co., Inc. ("the Company") is a registered broker-dealer and
clears its securities transactions on a fully disclosed basis with another
broker-dealer.
Securities Transactions
Securities transactions are recorded on settlement date, generally the
third business day following the trade date. There is no material difference
between the accounting on a settlement date basis as compared to a trade date
basis.
Securities Owned
Securities owned and securities sold, but not yet purchased are recorded at
current market value and consist substantially of equities.
Furniture, Equipment and Leasehold Improvements
Furniture, equipment and leasehold improvements are recorded at cost.
Depreciation is provided for by straight line and accelerated methods over the
estimated useful lives of the assets.
Clearing Arrangements
The Company as a non-clearing broker does not handle any customer funds or
securities. The responsibility for processing customer activity rests with the
Company's clearing firms, Bear Stearns Securities Corp and CIBC Oppenheimer
Corp. If a customer or counter-party fail to perform, the Company may sustain a
profit or a loss if the market value of the securities differs from the contract
price. The Company is located in New York City and its customers are located
throughout the United States.
<PAGE>
MASON HILL & CO., INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31,1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
Use of Estimates in the Preparation of Financial Statements
Management of the Company uses estimates and assumptions in preparing
financial statements in accordance with generally accepted accounting
principles. Those estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from estimates
that management uses.
2. LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS
Liabilities subordinated to claims of general creditors have been filed
with the National Association of Securities Dealers, Inc. and are due to
officer/stockholders. The note is due August 30, 2000 with interest at 5% per
annum.
3. LOANS PAYABLE - OFFICERS/STOCKHOLDERS
Loans payable to officers/stockholders are due on demand and are
non-interest bearing.
4. COMMITMENTS AND CONTINGENCIES
The Company occupies office space leased by its sole stockholder. Rent
expense was approximately $394,000 for the year ended March 31,1999.
5. NET CAPITAL REQUIREMENT
The Company is subject to the Securities and Exchange Commission uniform
net capital Rule (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 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, 1999, the Company had net capital of $467,428, which was
$367,428 excess of its required net capital of $100,000. The Company had a
percentage of aggregate indebtedness to net capital of 200.3% as of March 31,
1999.
<PAGE>
Lilling & Company LLP
Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
Mason Hill & Co., Inc.
New York, New York
We have audited the accompanying statement of financial condition of Mason
Hill & Co., Inc. as of March 31, 1998 and the related statements of operations,
stockholder's equity, cash flows and changes in liabilities subordinated to
claims of general creditors 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.
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 & Co., Inc. as of
March 31, 1998 and the results of its operations, stockholder's equity, cash
flows and changes in liabilities subordinated to claims of general creditors for
the year then ended in conformity with generally accepted accounting principles.
May 12, 1998
/s/ Lilling & Company
CERTIFIED PUBLIC ACCOUNTANTS
Ten Cutter Mill Road, Great Neck, NY 11021-3201
, (5l6) 829-l099
Fax (516) 829-1065
<PAGE>
MASON HILL & CO. INC.
STATEMENT OF FINANCIAL CONDITION
MARCH 31, 1998
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash .................................... $ 20,194
Receivable from brokers and dealers ..... 414,810
Securities owned ........................ 258,267
Furniture, equipment and leasehold
improvements, less accumulated
depreciation of $113,032 .............. 74,279
Other assets ............................ 2,400
---------
$ 769,950
=========
LIABILITIES AND STOCKHOLDER'S EOUITY
Liabilities:
Securities sold, but not yet purchased $ 17,537
Commissions payable ................... 75,089
Accrued expenses and other liabilities .. 123,490
Deferred revenue ........................ 5,000
Loans payable - officers ................ 5,000
---------
226,116
Liabilities subordinated to the claims of
general creditors ..................... 330,000
---------
556,116
---------
Commitments and contingencies
Stockholder's equity
Commmon stock, no par value; 200 shares
authorized: l00 outstanding ........... 2,000
Additional paid in capital ............ 759,054
Retained earnings (deficit) ........... (547,220)
---------
213,834
---------
$ 769,950
=========
</TABLE>
See notes to financial statements.
- 2 -
<PAGE>
MASON HILL & CO. INC.
STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31 1998
<TABLE>
<CAPTION>
Revenues :
<S> <C>
Trading $ 891,563
Underwriting 1,359,675
Commissions 430,070
Interest and other 51,657
----------
2,732,965
----------
Expenses :
Salaries and payroll costs 1,845,536
Commissions and clearing charges 304,094
Communications 258,583
Occupancy 150,050
Interest 43,862
Depreciation 48,848
Other operating expenses 586,167
----------
3,237,140
----------
INCOME BEFORE INCOME TAXES ( 504,175)
PROVISION FOR INCOME TAXES 19,483
----------
NET INCOME (LOSS) $( 523,658)
==========
</TABLE>
See notes to financial statements.
- 3 -
<PAGE>
MASON HILL & CO. INC.
STATEMENT OF CASH FLOWS
YEAR ENDED MARCH 31 1998
Cash flows from operating activities:
<TABLE>
<CAPTION>
<S> <C>
Net loss ......................................... $ ( 523,658)
------------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation ..................................... 48,848
Decrease in due from brokers and dealers ......... 468,944
Decrease in securities owned ..................... 364,456
Increase in receivable from officer .............. 40,000
Decrease in securities sold, but not yet
purchased ...................................... (127,292)
Decrease in other assets ......................... 79,015
Decrease in accrued expenses and other
Increase in commissions payable .................. 14,463
liabilities .................................... (156,565)
------------
Increase in deferred revenue ..................... 5,000
Total adjustments ................................ 736,869
------------
Net cash provided by operating activities ........ 213,211
------------
Cash flows from financing activities:
Parent of loan payable - officers ................ (305,000)
Proceeds from subordinated debt .................. 230,000
Distributions from paid-in capital ............... (100,000)
------------
Net cash used by financing activities ............ (175,000)
------------
NET INCREASE IN CASH ............................. 38,211
CASH OVERDRAFT - BEGINNING ....................... (18,017)
------------
CASH - END ....................................... $ 20,194
============
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest ......................................... $ 30,167
============
Income taxes ..................................... $ 34 483
============
</TABLE>
See notes to financial statements.
- 4 -
<PAGE>
MASON HILL & CO. INC.
STATEMENT OF STOCKHOLDER'S EOUITY
YEAR ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
Additional
Common Paid-In Retained
Stock Capital Earning's Total
<S> <C> <C> <C> <C> <C>
Balance - April 1, 1997 $ 2,000 $ 859,054 $( 23,562) $ 837,492
Net Loss - - (523,658) (523,658)
Distribution - (100,000) - (100,000)
------- ---------- ---------- ----------
Balance - March 31, 1998 $ 2 000 $ 759,054 $(547,220) $ 213,834
======= ========== ========== ==========
</TABLE>
See notes to financial statements.
- 5 -
<PAGE>
MASON HILL & CO. INC.
STATEMENT OF CHANGES IN LIABILITIES SUBORDINATED
TO CLAIMS OF GENERAL CREDITORS
YEAR ENDED MARCH 31 1998
Balance - April 1, 1997 $100,000
Additions 230,000
Decreases -
---------
Balance - March 31, 1998 $330,000
=========
See notes to financial statements.
- 6 -
<PAGE>
MASON HILL & CO., INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Mason Hill & Co., Inc. ("the Company") is a registered broker- dealer and
clears its securities transactions on a fully disclosed basis with another
broker-dealer.
Securities Transactions
Securities transactions are recorded on settlement date, generally the
third business day following the trade date. There is no material difference
between the accounting on a settlement date basis as compared to a trade date
basis.
Securities Owned
Securities owned and securities sold, but not yet purchased are recorded at
current market value and consist substantially of equities.
Furniture, Eguipment and Leasehold Improvements
Furniture, equipment and leasehold improvements are recorded at cost.
Depreciation is provided for by straight line and accelerated methods over the
estimated useful lives of the assets.
Clearinq Arrangements
The Company as a non-clearing broker does not handle any customer funds or
securities. The responsibility for processing customer activity rests with the
Company's clearing firm, Bear Stearns Securities Corp.
If a customer or a counterparty fail to perform, the Company may sustain a
profit or a loss if the market value of the securities differs from the contract
price. The Company is located in New York City and its customers are located
throughout the United States.
<PAGE>
MASON HILL & C0. INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1998
l. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
Use of Estimates in the Preparation of Financial Statements
Management of the Company uses estimates and assumptions in preparing
financial statements in accordance with generally accepted accounting
principles. Those estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from estimates
that management uses.
2. LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS
Liabilities subordinated to claims of general creditors have been filed
with the National Association of Securities Dealers, Inc. and are due to
officer/stockholders. The terms are as follows: $230,000 at 5% interest due
August 30, 2000 and $100,000 at 7% due November 30, 1998.
3. LOANS PAYABLE - OFFICERS/STOCKHOLDERS
Loans payable to officers/stockholders are due on demand and are now
interest bearing.
4. COMMITMENTS AND CONTINGENCIES
The Company occupies office space leased by its sole stockholder. The
Company paid approximately $119,000 in rent expense for the year ended March 31,
1998.
5. NET CAPITAL REOUIREMENT
The Company is subject to the Securities and Exchange Commission uniform
net capital Rule (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 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, 1998, the Company had net capital of $407,052, which was
$307,052 excess of its required net capital of $100,000. The Company had a
percentage of aggregate indebtedness to net capital of 132.57% as of March 31,
1998.
<PAGE>
ADDENDUM II
The following pro forma financial statements have been prepared as if the
acquisition of Mason Hill & Co., Inc. by the Company had occurred on the first
day of the periods presented in the pro forma income statements and as of
September 30, 1999 and 1998 in the pro forma balance sheet. The pro forma
financial information is based on the historical financial statements of the
Company and gives effect to the combination under the purchase method of
accounting. The pro forma financial statements should be read in conjunction
with the historical financial statements of the Company presented herein and
should not be considered to be a representation of actual results that would
have occurred if the transaction had occurred on the dates indicated.
<PAGE>
MASON HILL HOLDINGS, INC.
PROFORMA STATEMENT OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Historical Pro Forma Adjustments (a)
-------------------------------------------------------------------
Mason Hill Mason Hill Spin-off of
Holdings, Inc. & Co., Inc. Subsidiaries Other Pro Forma
------------------------------------------------------------------- ---------------
<S> <C> <C> <C> <C> <C>
Revenue $- $ 6,009,976 $ - $ - $ 6,009,976
------------------------------------------------------------------- ---------------
Expenses:
Salaries and related costs 3,655,297 3,655,297
Commissions and clearing cost 388,783 388,783
Communications 255,653 255,653
Occupancy 259,798 259,798
Interest 8,099 8,099
Operating expenses 534,904 534,904
------------------------------------------------------------------- ---------------
0 5,102,534 0 0 5,102,534
------------------------------------------------------------------- ---------------
Income before taxes 0 907,442 0 0 907,442
Income taxes 35,511 35,511
------------------------------------------------------------------- ---------------
Income before discontinued operations 0 871,931 0 0 871,931
Loss from discontinued operations (20,584,241) 16,645,437 (3,938,804)
------------------------------------------------------------------- ---------------
Net income (loss) $(20,584,241) 871,931 $16,645,437 $ - $ (3,066,873)
=================================================================== ===============
LOSS PER COMMON SHARE
Loss before discontinued operations $- $ 0.10
Loss from discontinued operations (2.29) (0.44)
----------------- ---------------
$ (2.29) $ (0.34)
================= ===============
Weighted Average Number of
Common Shares Outstanding 8,972,902 8,972,902
================= ===============
</TABLE>
(a) To eliminate assets and liabilities of subsidiaries in the Company's
balance sheet that were spun-off and eliminate from the statement of operations
losses attributed to to those subsidiaries and reflect common stock issued for
the acquisition of Mason Hill & Co., Inc.
<PAGE>
MASON HILL HOLDINGS, INC.
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Historical Proforma adjustments (a)
---------------------------- --------------------------
Mason Hill Mason Hill Spin-off of
Holdings, Inc. & Co., Inc. Subsidiaries Other Pro forma
---------------------------- ----------------------------------------
ASSETS:
<S> <C> <C> <C> <C>
Cash 2,301 $ 16,327 $ (2,301) $ 16,327
Receivable from broker dealers 1,286,025 1,286,025
Accounts receivable 484,733 (484,733) 0
Securities owned 532,996 532,996
Property and equipment, net 1,355,683 58,768 (1,355,683) 58,768
Due from related parties 1,548,344 (1,548,344) 0
Investments 5,241,460 (5,016,460) 225,000
Other assets 311,999 311,999
---------------------------- ----------------------------------------
$ 8,632,521 $ 2,206,115 $(8,407,521) - $ 2,431,115
============================ ========================================
LIABILITIES:
Accrued expenses $ 4,137,322 $ 710,274 $ (4,137,322) $ 710,274
Bank debt 3,757,579 (3,757,579) 0
Other liabilities 1,013,204 8,475 (1,013,204) 8,475
---------------------------- ----------------------------------------
8,908,105 718,749 (8,908,105) 0 718,749
Subordinated liabilities 0 230,000 230,000
---------------------------- ----------------------------------------
8,908,105 948,749 (8,908,105) 0 948,749
---------------------------- ----------------------------------------
STOCKHOLDERS' EQUITY:
Common stock 4,353 2,000 11,529 17,882
Paid in Capital 12,139,931 1,321,554 (12,356) 13,449,129
Foreign currency translation 677,904 (754,554) (76,650)
Retained earnings (13,097,772) (66,188) 1,255,138 (11,908,822)
---------------------------- ----------------------------------------
(275,584) 1,257,366 500,584 (827) 1,481,539
---------------------------- ----------------------------------------
$ 8,632,521 $ 2,206,115 $ (8,407,521) (827) $ 2,430,288
============================ ========================================
</TABLE>
(a) To eliminate assets and liabilities of subsidiaries in the Company's
balance sheet that were spun-off and eliminate from the statement of operations
losses attributed to to those subsidiaries and reflect common stock issued for
the acquisition of Mason Hill & Co., Inc.
<PAGE>
MASON HILL HOLDINGS, INC.
PROFORMA STATEMENT OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Historical Pro Forma Adjustments (a)
-----------------------------------------------------------
Mason Hill Mason Hill Spin-off of
Holdings, Inc. & Co., Inc. Subsidiaries Other Pro Forma
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue - 1,275,736 - - $ 1,275,736
--------------------------------------------------------------------------------
Expenses:
Salaries and related costs 1,070,397 1,070,397
Commissions and clearing costs 115,315 115,315
Communications 126,501 126,501
Occupancy 194,490 194,490
Interest 12,639 12,639
Operating expenses 261,513 261,513
--------------------------------------------------------------------------------
0 1,780,855 0 0 1,780,855
--------------------------------------------------------------------------------
Loss before taxes 0 (505,119) 0 0 (505,119)
Income taxes 0
--------------------------------------------------------------------------------
Loss before discontinued operations 0 (505,119) 0 0 (505,119)
Loss from discontinued operations (505,486) (7,761,512) (8,266,998)
--------------------------------------------------------------------------------
Net loss (505,486) (505,119) $ (7,761,512) $ - $ (8,772,117)
================================================================================
LOSS PER COMMON SHARE
Loss before discontinued operations $ - - $ (0.05)
Loss from discontinued operations (0.05) (0.88)
---------------- ---------------------
(0.05) $ (0.93)
================ =====================
Weighted Average Number of
Common Shares Outstanding 9,354,559 9,354,559
================ =====================
</TABLE>
(a) To eliminate assets and liabilities of subsidiaries in the Company's
balance sheet that were spun-off and eliminate from the statement of operations
losses attributed to to those subsidiaries and reflect common stock issued for
the acquisition of Mason Hill & Co., Inc. Shares outstanding
<PAGE>
MASON HILL HOLDINGS, INC.
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Historical Proforma adjustments (a)
------------------------------------------------------------
Mason Hill Mason Hill Spin-off of
Holdings, Inc. & Co., Inc. Subsidiaries Other Pro forma
-------------------------------------------------------------------------
ASSETS:
<S> <C> <C> <C> <C> <C>
Cash 15,848 $ 45,662 $(15,848) $ - $ 45,662
Receivable from broker dealers 320,872 320,872
Accounts receivable 2,317,652 (2,317,652) 0
Securities owned 73,407 73,407
Property, equipment & vehicles, net 23,781,513 72,964 (23,781,513) 72,964
Intangible assets 8,601,828 (8,601,828) 0
Investments 4,048,460 (4,048,460) 0
Other assets 76,628 76,628
-------------------------------------------------------------------------
38,765,301 $ 589,533 (38,765,301) $ - 589,533
=========================================================================
LIABILITIES:
Accrued expenses 1,564,149 $ 235,698 (1,564,149) $ - 235,698
Obligations under hire purchase
contracts 16,966,515 (16,966,515) 0
Bank debt 6,880,669 (6,880,669) 0
Other liabilities 2,251,452 2,617 (2,251,452) 2,617
-------------------------------------------------------------------------
27,662,785 238,315 (27,662,785) 0 238,315
Subordinated liabilities 330,000 330,000
-------------------------------------------------------------------------
27,662,785 568,315 (27,662,785) 0 568,315
-------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Common stock 2,823 2,000 13,886 18,709
Paid in Capital 14,122,165 1,071,554 (13,886) 15,179,833
Deferred financing costs (106,350) 106,350 0
Accumulated other comprehensive
income (loss) 74,001 (74,001) 0
Retained earnings (2,990,123) (1,052,336) (11,134,865) (15,177,324)
-------------------------------------------------------------------------
11,102,516 21,218 (11,102,516) 0 21,218
-------------------------------------------------------------------------
8,765,301 $ 589,533 (38,765,301) $ - 589,533
=========================================================================
</TABLE>
(a) To eliminate assets and liabilities of subsidiaries in the Company's
balance sheet that were spun-off and eliminate from the statement of operations
losses attributed to to those subsidiaries and reflect common stock issued for
the acquisition of Mason Hill & Co., Inc.
