U.S. 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, 2004 Commission File No. 033-24178-A

                            Mason Hill Holdings, Inc.

        (Exact name of small business issuer as specified in its charter)


                                      DELAWARE
                                   65-0109088
                          (State or other jurisdiction of
                        (IRS Employer Identification No.)
                                incorporation  or  organization)

                         300 Chestnut Street, Suite 200
                                Needham, MA 02492
                    (Address of Principal Executive Offices)

                                 (781) 444-6100
                           (Issuer's telephone number)


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,  $.002  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.  [X]

The  Company's  revenues  for  its  most  recent  fiscal  year  were  $0.

The  aggregate  market  value  of the voting stock held by non-affiliates of the
Company was $0 as of March 31, 2004 based on the average bid and asked prices of
such  stock  as  of  that  date.


There  were 20,000,000 shares of Common Stock, $.002 par value outstanding as of
March  31,  2004.

                                       1

                           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

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, 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)
spun-off  743,000  shares  of  Digital  Mafia Entertainment common stock that it
owned  to  its  shareholders.  AC  Holdings  was  a  newly formed minority-owned
subsidiary  of Mason Hill Holdings that Mason Hill Holdings intended 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.

                                      2


During the quarter ended June 30, 2001, the Company's operating subsidiary Mason
Hill  &  Co.  was  liquidated  by  SIPC.

As  a  result of the SIPC liquidation of the Company's operating subsidiary, the
Company was reorganized into a shell corporation, whose principal business is to
locate  and  consummate  a  merger  with  an  ongoing  business.

During  the  last two years, the Company has not spent any funds on research and
development  activities.  The  Company  does  not  have  any  employees.

Item  2.     Description  of  Property

Mason  Hill  is  provided  space without charge by its President Geoffrey Eiten.

Item  3.          Legal  Proceedings

There are no legal proceedings against the Company and the Company is unaware of
such  proceedings  contemplated  against  it.

Item  4.          Submission  of  Matters  to  a  Vote  of  Security  Holders

None.

                                     PART II

Item  5.          Market  for  Common  Equity  and  Related  Stockholder Matters

Mason  Hill's common stock trades infrequently under the symbol MHLL on the Pink
Sheets.  In  the  last  two  fiscal years, there has been no established trading
market  for  its  common  stock.

There  were 20,000,000 shares of Common Stock, $.002 par value outstanding as of
June  24,  2004.  The outstanding shares are held of record by approximately 100
stockholders.

Recent  Sales  of  Unregistered  Securities

On  October  18,  2003,  the  Company issued 6,127,894 shares of common stock to
Geoffrey  Eiten  for  consulting services valued at $12,256 or $0.002 per share.
This  issuance  was  intended  to be exempt from registration under section 4(2)
and/or  Regulation  D  of  the  Securities  Act  of  1933.


Item  6.     Management's  Discussion  and  Analysis  or  Plan  of  Operation

The Company has reorganized itself and ceased all business operations other than
to  locate  and  negotiate  with  a  business entity for the combination of that
target company with the Company.  A combination will normally take the form of a
merger,  stock-for-stock  exchange  or  stock-for-assets exchange (the "business
combination").  In  most instances the target company will wish to structure the
business  combination  to  be within the definition of a tax-free reorganization
under  Section  351  or  Section  368  of  the Internal Revenue Code of 1986, as
amended.  No  assurances  can  be  given  that the Company will be successful in
locating  or  negotiating  with  any  target  business.

The  Company  has not restricted its search for any specific kind of businesses,
and  it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business life.
It  is impossible to predict the status of any business in which the Company may
become  engaged,  in that such business may need to seek additional capital, may
desire  to  have  its  shares  publicly  traded,  or  may  seek  other perceived
advantages  which  the  Company  may  offer.

In  implementing  a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing  agreement  with  another  corporation  or  entity.

It  is  anticipated  that any securities issued in any such business combination
would  be  issued  in reliance upon exemption from registration under applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated  element of its transaction, the Company may agree to register all or
a  part  of  such securities as part of the business combination or at specified
times  thereafter.

                                       3


Negotiations  with  a  target company will likely focus on the percentage of the
Company  which  the  target  company  shareholders would acquire in exchange for
their shareholdings.  Although the terms of such agreements cannot be predicted,
generally such agreements will require certain representations and warranties of
the  parties  thereto,  will  specify certain events of default, will detail the
terms of closing and the conditions which must be satisfied by the parties prior
to  and  after  such  closing  and  will include miscellaneous other terms.  Any
merger  or  acquisition  effected  by  the  Company  can  be  expected to have a
significant  dilutive  effect  on the percentage of shares held by the Company's
shareholders  at  that  time.

During fiscal year 2004 the holders of the Company's debt in order to facilitate
a  possible  future acquisition, forgave notes payable in the amount of $567,888
which  is  reflected  as  debt  forgiveness  income.

Item  7.          Financial  Statements

The  financial statements attached to this Report on Form 10-KSB as pages F-1 to
F-9  are  incorporated  herein  by  reference.

Item  8.     Changes  In  and  Disagreements  With Accountants on Accounting and
Financial  Disclosure

None.

Item  8A.     Controls  and  Procedures

     (a)     As  of  the  end  of  the  period covered by this report, the Chief
Executive  Officer  and  the  Chief  Financial Officer made an evaluation of the
company's  disclosure controls and procedures (as defined in ss.240.13a-15(e) or
240.15d-15(e)  of the Securities Exchange Act). Based on the evaluation of these
controls and procedures required by paragraph (b) of Rule 13a-15 or 15d-15 under
the  Exchange  Act,  in  his opinion, the disclosure controls and procedures are
effective.

(b)      During the most recent fiscal year, there have not been any significant
changes  in  our  internal controls over financial reporting or in other factors
that  have  materially  affected, or are reasonably likely to materially affect,
our  internal  controls  over  financial  reporting.


                                       4


                                    PART III

Item  9.          Directors  and  Executive  Officers  of  the  Registrant

The  directors  and  executive  officers  of Mason Hill Holdings are as follows:

Name               Age     Position
Geoffrey  Eiten     53     President,  Treasurer,  Secretary  and  Director


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

Geoffrey  Eiten.  Mr.  Eiten  has  been  the President, Treasurer, Secretary and
Director of Mason Hill since October 2003.  Mr. Eiten has 25 years experience as
an  investment  professional  and has been a registered investment advisor since
1979.  In  1993,  Mr.  Eiten  founded National Financial Communications Corp., a
full  services  investor relations firm dedicated to serving micro-and small-cap
emerging  growth  companies.  He  currently  serves  as  NFC's  president.

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 ended March 31, 2004, Mason
Hill is not aware of any director,  officer or beneficial owner of more than ten
percent  of  Mason  Hill's  Common Stock that  failed to file on a timely  basis
reports   required  by  Section  16(a)  of the  Securities Exchange Act of 1934.

Code  of  Ethics

The  Company  has  not  yet  adopted  a  Code  of  Ethics  as it is still in the
development  stage.

Audit  Committee  Financial  Expert

The  Company  does  not  have an audit committee financial expert serving on its
audit  committee  as  it  is  still  in  the  development  stage.

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,  2003  and  March  31,  2004.


                                       5

Director  and  Executive  Compensation:

<TABLE>
<CAPTION>



<S>                           <C>                  <C>     <C>    <C>           <C>                <C>
                              Annual Compensation                                 Long Term
                                                                                  Compensation

Name and Principal Position.  Year Ended           Salary  Bonus  Other Annual     Securities      All Other
                                                                  Compensation     under Options  Compensation
                                                                                                    Granted
Christopher Kinsley, . . . .  March 31, 2004           --     --            --            --           --
President and Chief
Executive Officer. . . . . .  March 31, 2003           --     --            --            --           --
(resigned 10/03)

Geoffrey Eiten . . . . . . .  March 31, 2004           --     --            --            --           --
President and Chief Executive Officer (10/03)
</TABLE>

Item  11.  Security  Ownership  of  Certain Beneficial Owners and Management and
Related  Stockholder  Matters

The  following  table  sets  forth,  as  of March 31, 2004, 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>


<S>                               <C>                         <C>
----------------------------------------------------------------------------------------------
Name and Address of Beneficial    Number of Units of Common              Percentage of Voting
Owner                             Stock                                  Stock
-------------------------------- ---------------------------- --------------------------------
Christopher Kinsley                       3,540,405                                  17.7%
(former President and CEO)
Geoffrey Eiten                            6,127,894                                  30.6%
President
300 Chestnut Street, Suite 200
Needham, MA 02492

Officers  and  Directors as a             6,127,894                                  30.6%
Group (1 Persons)
</TABLE>


                                       6

Item  12.     Certain  Relationships  and  Related  Transactions

On  October  18,  2003,  the  Company issued 6,127,894 shares of common stock to
Geoffrey  Eiten  for  consulting services valued at $12,256 or $0.002 per share.

Item  13.          Exhibits  and  Reports  on  Form  8-K

31.1 Certification  of  Chief  Executive  Officer pursuant to Section 302 of the
     Sarbanes-Oxley  Act  of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act).

31.2 Certification  of  Chief  Financial  Officer pursuant to Section 302 of the
     Sarbanes-Oxley  Act  of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act).

32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18
     U.S.C.  1350)

     (b)  Reports  on  Form  8-K
     Listed  below are reports on Form 8-K filed during the fiscal quarter ended
     March  31,  2004.

     None
<PAGE>


Item  14.     Principal  Accountant  Fees  and  Services

     Audit  Fees

     Fees  for  audit  services  provided by our principal accountant during the
years ended March 31, 2004 and 2003 were $2,750 and $2,500, respectively.  Audit
services  consisted  primarily  of  the  annual  audits, review of our financial
statements,  and  services  that  are  normally  provided  by our accountants in
connection with statutory and regulatory filings or engagements for those fiscal
years.

     Audit-Related  Fees

     There  were  no  fees  billed  for  services  reasonably  related  to  the
performance  of the audit or review of our financial statements outside of those
fees  disclosed  above  under  the  caption Audit Fees for fiscal years 2004 and
2003.

     Tax  Fees

     There  were  no  fees  billed  for  tax  services.

     All  Other  Fees

     There  were  no  other  fees  billed  for  services.


                                      7

                                   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/  Geoffrey  Eiten
                                                Name:  Geoffrey  Eiten
                                                Title:  President
                                                Date:  July  7,  2004

           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.

                                                By:  /s/  Geoffrey  Eiten
                                                Name:  Geoffrey  Eiten
                                                Title:  Director,  President,
                                                Acting  Chief Financial Officer,
                                                Secretary
                                                Date:  July  7,  2004

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To  the  Board  of  Directors  and  Stockholders
Mason  Hill  Holdings,  Inc.

We  have  audited the accompanying balance sheet of Mason Hill Holdings, Inc. as
of  March  31,  2004,  and  the  related  statements  of  operations, changes in
stockholders'  (deficit)  and  cash  flows for each of the two years then ended.
These  financial  statements are the responsibility of the Company's management.
Our  responsibilty  is to express an opinion on these financial statements based
on  our  audits.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audits 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
audits  provide  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. at
March  31,  2004  and  the results of it's operations and cash flows for the two
years  then  ended  in  conformity  with  U.S.  generally  accepted  accounting
principles.

/s/DEMETRIUS  &  COMPANY.  L.L.C.
Wayne,  New  Jersey
June  9,  2004

                                       F1

<PAGE>

<TABLE>
<CAPTION>

                               MASON HILL HOLDINGS, INC.

                                     BALANCE SHEET

                                    March 31, 2004

<S>                                                             <C>
ASSETS

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . .                      -
                                                                =======================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .  $               38,000
                                                                -----------------------

TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . .                  38,000

Stockholders' (deficit)
Common stock, par value $0.002, 20,000,000 shares authorized,
     13,872,106 shares issued and outstanding. . . . . . . . .                  40,000
Paid-in capital. . . . . . . . . . . . . . . . . . . . . . . .              15,404,046
Accumulated other comprehensive loss . . . . . . . . . . . . .                 (76,645)
Deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . .             (15,405,401)
                                                                -----------------------

Total Stockholders' (Deficit). . . . . . . . . . . . . . . . .                 (38,000)
                                                                -----------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) . . . . .                      -
                                                                =======================
   The accompanying notes are an integral part of these financial statements.

</TABLE>
                                       F2

<TABLE>
<CAPTION>

                            MASON HILL HOLDINGS, INC.

                            STATEMENTS OF OPERATIONS
                   For the years ended March 31, 2004 and 2003


<S>                                                <C>          <C>
                                                       2004        2003
                                                   -----------  ------------
Revenues:
  Debt forgiveness income . . . . . . . . . . . .  $   567,888            -
                                                   -----------  ------------

          Total Revenues. . . . . . . . . . . . .      567,888            -
                                                   -----------  ------------


Expenses:
  Operating expenses. . . . . . . . . . . . . . .       17,256        4,000
                                                   -----------  ------------

          Total Expenses. . . . . . . . . . . . .       17,256        4,000
                                                   -----------  ------------

Income (loss) before income taxes . . . . . . . .      550,632       (4,000)

Provision for income taxes. . . . . . . . . . . .            -            -
                                                   -----------  ------------

Net income (loss) . . . . . . . . . . . . . . . .  $   550,632  $    (4,000)
                                                   ===========  ============

Basic and diluted income (loss) per common share.  $      0.03  $         -
                                                   ===========  ============

Weighted average common shares outstanding. . . .   16,785,367   13,872,106
                                                   ===========  ============
   The accompanying notes are an integral part of these financial statements.

</TABLE>
                                       F3



<TABLE>
<CAPTION>


                                MASON HILL HOLDINGS, INC.

                                STATEMENTS OF CASH FLOWS
                       For the years ended March 31, 2004 and 2003


<S>                                                                 <C>         <C>
                                                                       2004      2003
                                                                    ----------  --------

Operating Activities
------------------------------------------------------------------
   Net income (loss) . . . . . . . . . . . . . . . . . . . . . . .  $ 550,632   $(4,000)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
   Debt forgiveness. . . . . . . . . . . . . . . . . . . . . . . .   (567,888)        -
   Stock issued for services . . . . . . . . . . . . . . . . . . .     12,256         -
   Increase in accrued expenses. . . . . . . . . . . . . . . . . .      5,000     4,000
                                                                    ----------  --------
   Net cash used by operating activities of continuing operations.          -         -

   Increase (decrease) in cash . . . . . . . . . . . . . . . . . .          -         -
   Cash at beginning of period . . . . . . . . . . . . . . . . . .          -         -
                                                                    ----------  --------
   Cash at end of period . . . . . . . . . . . . . . . . . . . . .          -         -
                                                                    ==========  ========

Supplemental Disclosures of Cash Flow Information:
  Cash paid during year for:
     Interest. . . . . . . . . . . . . . . . . . . . . . . . . . .          -         -
                                                                    ==========  ========
     Income taxes. . . . . . . . . . . . . . . . . . . . . . . . .          -         -
                                                                    ==========  ========
   The accompanying notes are an integral part of these financial statements.

</TABLE>


                                       F4

<TABLE>
<CAPTION>



                                   MASON HILL HOLDINGS, INC.

                        STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)


<S>               <C>           <C>      <C>          <C>           <C>              <C>

                                                                    Accumulated
                  Common Stock                        Additional    Other
                                                      Paid-in       Comprehensive
                  Shares        Amount   Capital      Loss          Deficit          Totals
                  ------------  -------  -----------  ------------  ---------------  ----------

Balances at
  March 31, 2002    13,872,106  $27,744  $15,404,046  $   (76,645)  $  (15,952,033)  $(596,888)

Net loss . . . .             -        -            -            -           (4,000)     -4,000
                  ------------  -------  -----------  ------------  ---------------  ----------

Balances at
  March 31, 2003    13,872,106   27,744   15,404,046      (76,645)     (15,956,033)   -600,888

Stock issued for
  services . . .     6,127,894   12,256            -            -                -      12,256

Net income . . .             -        -            -            -          550,632     550,632
                  ------------  -------  -----------  ------------  ---------------  ----------

Balances at
  March 31, 2004    20,000,000  $40,000  $15,404,046  $   (76,645)  $  (15,405,401)  $ (38,000)
                  ============  =======  ===========  ============  ===============  ==========
   The accompanying notes are an integral part of these financial statements.

</TABLE>

                                       F5


                            MASON HILL HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004


     Note  1-     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, offered a
full  line  of  securities  brokerage services to its clients.  Mason Hill was a
broker-dealer registered with the Securities and Exchange Commission ("SEC") and
a  member  of  the  National  Association  of Securities Dealers, Inc. ("NASD").

          During  the  quarter  ended  June  30,  2001,  the Company's operating
subsidiary  Mason  Hill  &  Co.  was  liquidated  by  SIPC.

          As  a  result  of  the  SIPC  liquidation  of  the Company's operating
subsidiary,  the  Company  was  reorganized  into  a  shell  corporation,  whose
principal business is to locate and consumate a merger with an ongoing business.


     Note  2-     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

          USE  OF  ESTIMATES
          ------------------

          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.

                                       F6

          INCOME  TAXES
          -------------

          The  Company  accounts  for income taxes under the asset and liability
method.  Deferred  tax  assets and liabilities are recognized for the future tax
consequences  attributable  to  differences  between  the  financial  statements
carrying  amounts  of  existing  assets and liabilities and their respective tax
bases  and operating loss and tax credit carryforwards.  Deferred tax assets and
liabilities  are  measured  using enacted tax rates expected to apply to taxable
income  in  the  years  in  which those temporary differences are expected to be
recovered  or  settled.  the  effect  of  a  change in tax rates on deferred tax
assets  and  liabilities is recognized in income in the period that includes the
enactment  date.

          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.

          FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
          ---------------------------------------

          The  carrying  amounts  of  the  Company's financial instruments which
include  accrued  expenses  approximate  their  fair  value  at  March 31, 2004.

          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 consolidated statements of operations, comprehensive income
equals  the  amounts  of  net  income  reported on the accompanying consolidated
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.

          RECENT  ACCOUNTING  PRONOUNCEMENTS
          ----------------------------------

          In  May 2003, the Financial Accounting Standards Board (FASB) No. 150,
Accounting  for  Certain  Financial  Instruments  with  Characteristics  of both
Liabilities  and Equity.  This standard establishes how an issuer classifies and
measures  certain financial instruments with characteristics of both liabilities
and  equity.  This  standard  becomes  effective  for  any financial instruments
entered  into  or modified after May 31, 2003.  We do not expect the adoption of
FAS  No.  150,  to  have  a  material  effect  on  our  financial  statements.

                                       F7


          In April 2003, the FASB issued FAS No. 149, Amendment of Statement 133
on  Derivative  Instruments  and  Hedging Activities.  This statement amends and
clarifies  financial  accounting  and  reporting  for  derivative  instruments,
including  certain  derivative  instruments  embedded  in  other  contracts
(collectively  referred  to as derivatives) and for hedging activities under FAS
No.  133,  Accounting  for Derivative Instruments and Hedging Activities entered
into  after June 30, 2003.  We do not expect the adoption of FAS No. 149 to have
a  material  effect  on  our  financial  statements.

          In  January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46),
Consolidation  of Variable Interest Entities. This interpretation gives guidance
that  determines whether consolidation of a Variable Interest Equity is required
and  is  effective  for  all  variable  interest  entities  with which we become
involved  beginning  in  February  2003, and all pre-existing entities beginning
after June 15, 2003.  We do not expect the adoption of FIN 46 to have a material
effect  on  our  financial  statements.

          In  December  2002,  the  Financial  Accounting Standards Board issued
Financial  Accounting Standards No. 148, Accounting for Stock-Based Compensation
-  Transition  and  Disclosure  ("SFAS No. 148").  SFAS No. 148, amends SFAS No.
123,  Accounting for Stock-Based Compensation, to provide alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee  compensation.  In  addition, SFAS No. 148 amends the
disclosure  requirements  of SFAS No. 123 to require prominent disclosures about
the method of accounting for stock-based employee compensation and the effect of
the  method  used  on  reported  results.

          In  November 2002, the FASB issued FAS Interpretation No. 45 (FIN 45),
Guarantor's  Accounting  and  Disclosure  Requirements for Guarantees, Including
Guarantees  of  Indebtedness  of Others, FIN 45 requires that upon issuance of a
guarantee,  the  guarantor  must recognize a liability for the fair value of the
obligation  it  assumes  under  that  guarantee.  The  initial  recognition  and
measurement  should  be  applied  on a prospective basis to guarantees issued or
modified  after  December  31,  2002.  Disclosure requirements are effective for
financial  statements of both interim and annual periods that end after December
15,  2002.  We  have no guarantees to unaffiliated third parties so the adoption
of  FIN  45  had  no  impact  on  our  financial  statements.

          In  June  2002,  the  FASB  issued  FAS  No. 146, Accounting for Costs
Associated  with  Exit  or  Disposal  Activities.  This  standard  addresses the
recognition, measurement and reporting of costs that are associated with exit or
disposal  activities.  FAS  No. 146 is effective for exit or disposal activities
that  are initiated after December 31, 2002.  The adoption of FAS No. 146 had no
impact  on  our  financial  statements.


     Note  3-     COMMITMENTS  AND  CONTINGENT  LIABILITIES

          The  Company's  president  provides  office space to the Company at no
charge.


                                       F8


     Note  4-     NOTE  PAYABLE

          In  December  2000  the  Company  purchased 1,000,000 common shares of
Vianet Technologies for an aggregate price of $600,000, consisting of offsetting
a  $150,000  receivable  due  the  Company from the seller and the issuance of a
promissory  note  for  $450,000  face  value  due  in  two years.  This note was
forgiven  in  2003  and  resulted  in  $567,888  of  debt  forgiveness  income.


     Note  5-     INCOME  TAXES

          The  Company  provides for the tax effects of transactions reported in
the financial statement.  The provision, if any, consists of taxes currently due
plus deferred taxes related primarily to differences between the basis of assets
and liabilities for financial and income tax reporting.  The deferred tax assets
and  liabilities,  if any, represent the future tax return consequences of those
differences,  which  will  either  be  taxable or deductible when the assets and
liabilities  are recovered or settled.  As of March 31, 2004, the Company had no
material current tax liability, deferred tax assets, or liabilities to impact on
the  Company's  financial position because the deferred tax asset related to the
Company's  net  operating  loss  carry  forward  was fully offset by a valuation
allowance.

          The  Company  has  net  operating  loss  carry forwards for income tax
purposes  of  approximately  $2,919,000  at March 31, 2004.  These carry forward
losses  are  available  to  offset  future  taxable  income,  if any, and expire
starting  in  the  year  2021.



                                                             March 31,
                Deferred tax asset:                            2004
                                                               ----
          Net  operating  loss  carry  forward               $1,000,000
          Valuation  allowance                               (1,000,000)
          Net  deferred  tax  assets                         $        -

          SFAS  No. 109 requires that a valuation allowance be provided if it is
more  likely  than not that some portion or all of a deferred tax asset will not
be  realized.  The  Company's ability to realize the benefit of its deferred tax
asset  will  depend  on  the  generation  of future taxable income.  Because the
Company  has yet to recognize significant revenue from the sale of its products,
it  believes  that  a  full  valuation  allowance  should  be  provided.


     Note  6-     COMMON  STOCK

          During the current fiscal year, the Company issued 6,127,894 shares of
common  stock  for  services  valued  at  $12,256  or  $0.002  per  share.

                                       F9