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, 2002 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  April 26, 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  April  26,  2004.

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, and accepted the resignation of its
officers and replaced them with the officers of Mason Hill & Co.  In addition to
the  foregoing, Mason Hill Holdings (i) reorganized its AC Investments and Pride
Management  Services Investments, Inc. subsidiaries as wholly-owned subsidiaries
of  AC  Holdings,  Inc.,  (ii)  delivered  350,000  shares  of  Digital  Mafia
Entertainment  common  stock to AC Holdings as a capital contribution, and (iii)
it  spun-off  743,000 shares of Digital Mafia Entertainment common stock that it
owned  to  its  shareholders.  AC  Holdings  is  a  newly  formed minority-owned
subsidiary  of  Mason Hill Holdings that Mason Hill Holdings intends to spin-off
to  its  shareholders.  Finally, simultaneous with the closing of the agreement,
Mason  Hill  Holdings'  stock  underwent  a  1  for  2  reverse  split.

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.

<PAGE>
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.  At  present,  there  is  no  established  trading market for its common
stock.  During  the last two years the high and low sales price for each quarter
as  reported  by  IDD  Information  Services  was  as  follows.

<TABLE>
<CAPTION>



<S>                                           <C>                <C>
Quarter Ended                                 High               Low

March 31, 2000                               .50                .26
June 30, 2000                                .55                .26
September 30, 2000                           .50                .08
December 31, 2000                            .141               .031

March 31, 2001                                0                   0
June 30, 2001                                 0                   0
September 30, 2001                            0                   0
December 31, 2001                             0                   0

March 31, 2002                                0                   0
</TABLE>

There  were 20,000,000 shares of Common Stock, $.002 par value outstanding as of
April  26,  2004.  The  outstanding  shares  are held of record by approximately
100  stockholders.

Recent  Sales  of  Unregistered  Securities

None.



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.

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  such  time.

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

During  2003  Mason Hill agreed to reengage its independent auditor, Demetrius &
Company,  L.L.C.,  to  complete  its filings and regain current reporting status
with  the  Securities and Exchange Commission. Mason Hill had previously engaged
Demetrius  &  Company,  L.L.C.  as  its independent auditor on April 30, 2000 to
audit  its  financial  statements  for  the  year  ended  March  31, 2000. Until
recently,  Mason  Hill's  last  filing  was on Form 10-QSB for the quarter ended
December  31,  2000.


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.

                                    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
Christopher  J.  Kinsley           45     President,  Treasurer  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.

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

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, 2002, 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.



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,  2001  and  March  31,  2002.

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, 2002       ----       ---        ---              ---             ---
President and Chief
Executive Officer                 March 31, 2001       ----       ---        ---              ---             ---
</TABLE>
Employment  Agreements

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

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

The  following  table  sets  forth,  as  of March 31, 2002, 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 Stock
             Owner                           Stock
-------------------------------- ---------------------------- ------------------------------------------------------
Christopher Kinsley                       5,077,321 (1)                                  33.7%

Officers  and  Directors as a           5,077,321 (1)                                    33.7%
Group (1 Persons)
<FN>
(1) The address for the above  identified  officers  and directors  of Mason Hill  Holdings  is c/o Mason Hill
Holdings,  Inc.,  110 Wall Street, New York, New York, 10005.
</TABLE>

Item  12.  Certain  Relationships  and  Related  Transactions

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

Item  13.  Exhibits  and  Reports  on  Form  8-K

 (a)  Exhibits

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,  2002.
None

Item  14.  Principal  Accountant  Fees  and  Services

(1)  Audit  Fees

The aggregate fees billed for each of the last two fiscal years for professional
services  rendered by the principal accountant for the audit of the registrant's
annual  financial  statements and review of financial statements included in the
registrant's  Form  10-QSB  or  services  that  are  normally  provided  by  the
accountant  in  connection  with statutory and regulatory filings or engagements
for  those  fiscal years were $6,750.00 for fiscal 2001 and $2,750.00 for fiscal
2002.

(2)  Audit-Related  Fees

The aggregate fees billed in each of the last two fiscal years for assurance and
related  services by the principal accountant that are reasonably related to the
performance of the audit or review of the registrant's financial statements  and
not  reported  under  Item  1  was  0.

(3)  Tax  Fees

The  aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice and
tax  planning  was  0.
(4)  All  Other  Fees

The  aggregate fees billed in each of the last two fiscal years for products and
services  provided  by  the  principal accountant, other than services listed in
Items  1  to  3  above,  was  0.


                                   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:  April  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:  April  7,  2004



                          INDEPENDENT AUDITORS' REPORT


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

We  have  audited  the  accompanying  consolidated  balance  sheet of Mason Hill
Holdings, Inc. and Subsidiary as of March 31, 2002, and the related consolidated
statements  of  operations,  changes  in stockholders' equity (deficit) and cash
flows  for the two year period ended March 31, 2002.  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  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  united  States  of  America.  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  consolidated  financial  position  of  Mason Hill
Holdings, Inc. and its Subsidiary at March 31, 2002 and the consolidated results
of  their  operations and their cash flows for each of the two years ended March
31,  2002  in  conformity  with  accounting principles generally accepted in the
United  States  of  America.

/s/DEMETRIUS  &  COMPANY.  L.L.C.
Wayne,  New  Jersey
April  7,  2004

<TABLE>
<CAPTION>
                               MASON HILL HOLDINGS, INC.
                    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   MARCH 31, 2002
<S>                                                                    <C>
             ASSETS

TOTAL ASSETS                                                              $  -

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Notes payable                                                             $567,888
Accrued expenses                                                            29,000

TOTAL LIABILITIES                                                          596,888

Stockholders' equity (deficit)
Common stock, par value $0.002, 20,000,000 shares authorized,
13,872,106 shares issued and outstanding                                   27,744
Paid-in capital                                                        15,404,046
Accumulated other comprehensive loss                                      (76,645)
Deficit                                                               (15,952,033)

Total Stockholders' Equity (Deficit)                                     (596,888)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                  $  ________

See Notes to Financial Statements
</TABLE>
<TABLE>
<CAPTION>



<S>                                                                                    <C>           <C>


                            MASON HILL HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

                                                                                             2,002         2,001
                                                                                       ------------  ------------
Revenues:
                                                                                                 -             -
                                                                                       ------------  ------------

          Total Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            -             -
                                                                                       ------------  ------------


Expenses:
  Stock compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            -       232,050
  Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            -        12,086
  Operating expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4,000        25,000
  Loss on securities investment . . . . . . . . . . . . . . . . . . . . . . . . . . .            -       321,263
                                                                                       ------------  ------------

          Total Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4,000       590,399
                                                                                       ------------  ------------

Loss before income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (4,000)     (590,399)

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

Net loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . .       (4,000)     (590,399)

Discontinued operations (Note 1)
  Loss from discontinued operations including a $649,425 loss on disposal at 3/31/01
                                                                                                 -    (2,358,179)
                                                                                       ------------  ------------

Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    (4,000)  $(2,948,578)
                                                                                       ============  ============

Basic and diluted loss per common share:
  From continuing operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         -   $     (0.04)
  From discontinued operations. . . . . . . . . . . . . . . . . . . . . . . . . . . .            -            (0)
                                                                                       ------------  ------------
  Total loss per share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         -   $     (0.21)
                                                                                       ============  ============

Weighted average common shares outstanding. . . . . . . . . . . . . . . . . . . . . .   13,872,106    13,872,106
                                                                                       ============  ============
See Notes to Financial Statements
</TABLE>

<TABLE>
<CAPTION>



                                     MASON HILL HOLDINGS, INC.

                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


<S>                                                                    <C>          <C>
                                                                             2002             2001
                                                                       -----------  ---------------

Operating Activities
---------------------------------------------------------------------
   Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(4,000.00)  $(2,948,578.00)
  Add loss from discontinued operations . . . . . . . . . . . . . . .           -        2,358,179
                                                                       -----------  ---------------
   Loss from continuing operations. . . . . . . . . . . . . . . . . .      -4,000         -590,399
   Adjustments to reconcile net loss to net cash
      used by operating activities:
   Stock compensation . . . . . . . . . . . . . . . . . . . . . . . .           -          232,050
   Increase in accrued expenses . . . . . . . . . . . . . . . . . . .       4,000           25,000
                                                                       -----------  ---------------
   Net cash used by operating activities of continuing operations . .           -         -333,349

Financing Activities
---------------------------------------------------------------------
   Proceeds from issuance of common stock . . . . . . . . . . . . . .           -          512,790
   Capital contributed. . . . . . . . . . . . . . . . . . . . . . . .           -                -
                                                                       -----------  ---------------
   Net cash provided by financing activities of continuing operations           -          512,790

   Net cash used in discontinued operations . . . . . . . . . . . . .           -         -202,369
                                                                       -----------  ---------------

   Increase (decrease) in cash. . . . . . . . . . . . . . . . . . . .           -          -22,928
   Cash at beginning of period. . . . . . . . . . . . . . . . . . . .           -           22,928
                                                                       -----------  ---------------
   Cash at end of period. . . . . . . . . . . . . . . . . . . . . . .  $        -                -
                                                                       ===========  ===============

Supplemental Disclosures of Cash Flow Information:
  Cash paid during year for:
     Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        -   $            -
                                                                       ===========  ===============
     Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . .  $        -   $            -
                                                                       ===========  ===============
See Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>


                                                MASON HILL HOLDINGS, INC.

                                 STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (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, 2000. . .    12,726,269   $25,452   $14,402,243  $      (76,645)  $(12,999,455)  $ 1,351,595

Stock based
  compensation for
  services. . . . . .     1,050,000     2,100       229,950               -              -       232,050

Private placement . .     1,362,500     2,725       510,065               -              -       512,790

Shares purchased by
  officer/shareholder
  not issued. . . . .    (1,266,663)   (2,533)        2,533               -              -             -

Capital contributed
  by officer. . . . .             -         -       259,255               -              -       259,255

Net loss. . . . . . .             -         -             -               -     (2,948,578)   (2,948,578)
                       -------------  --------  -----------  ---------------  -------------  ------------

Balances at
  March 31, 2001. . .    13,872,106    27,744    15,404,046         (76,645)   (15,948,033)     (592,888)


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

Balances at
  March 31, 2002. . .    13,872,106   $27,744   $15,404,046  $      (76,645)  $(15,952,033)  $  (596,888)
                       =============  ========  ===========  ===============  =============  ============
See Notes to Financial Statements.
</TABLE>

                            MASON HILL HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002


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

          BASIS  OF  PRESENTATION

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

          INCOME  TAXES

          The  Company  and  its  subsidiary  are  included  in the consolidated
federal  income  tax  return  filed  by  the  Parent.  Federal  income taxes are
calculated  as if the Companies filed on a separate return basis, and the amount
of  current tax or benefit calculated is either remitted to or received from the
Parent.  The  amount  of  current  and  deferred  taxes payable or refundable is
recognized  as  of  the  date  of  the  financial statement, utilizing currently
enacted tax laws and rates.  Deferred tax expenses or benefits are recognized in
the  financial  statements for the changes in deferred tax liabilities or assets
between  years.

          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  cash  equivalents, accounts payable, accrued expenses approximate their
fair  values  at  March  31,  2002.

          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.  Also,  the  shares outstanding for all
periods  shown  have  been  adjusted  to reflect the 1 for 2 reverse split as of
October  1,  1999.


          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.
Note  3-     COMMITMENTS  AND  CONTINGENT  LIABILITIES

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


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.

Note  5-     INCOME  TAXES

          The  Company  files  a  consolidated  federal  tax  return  with  its
subsidiary.  Because  of the Company's losses no income taxes have been accrued.
The  Company  has  a deferred tax asset of approximately $1,100,000 at March 31,
2002,  for  which  a 100% valuation allowance is netted.  The deferred tax asset
results  principally  from  net operating loss carryovers.  Net operating losses
aggregate  approximately  $3,449,000,  expiring  as  follows:

          2018                                   $       481,000
          2019                                           349,000
          2020                                           319,000
          2021                                         2,300,000
                                                 $     3,449,000