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, 2005 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  [x]  No  [  ]



     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, 2005 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  June  30,  2005.

                           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  2,
"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  is  a  newly  formed minority-owned
subsidiary  of Mason Hill Holdings that Mason Hill Holdings plans to spin off to
its shareholders. Finally, simultaneous with the closing of the agreement, Mason
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  consummate  a  merger  with  an  ongoing  business.

                            MASON HILL HOLDINGS, INC.

     Item  2.     Description  of  Property
          None.

     Item  3.     Legal  Proceedings
          None.

     Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders
          None.

                                       PART II

     Item  5.     Market  for  Common  Equity  and  Related  Stockholder Matters
          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.

                            MASON HILL HOLDINGS, INC.

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

          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  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.

          Critical  Accounting  Policies

          The  accounting  policies  described  below  are those that Mason Hill
Holdings,  Inc. considers critical in preparing its financial statements.  These
policies  include  significant  estimates  made  by management using information
available  at  the  time  the  estimates are made.  However, as described below,
these  estimates could change materially if different information or assumptions
were  used.  The  descriptions below are summarized and have been simplified for
clarity.  A  more  detailed  description  of the significant accounting policies
used  by  Mason  Hill  Holdings,  Inc.  in preparing its financial statements is
included  in  Note  2  of  Notes  to  the  Financial  Statements.

                            MASON HILL HOLDINGS, INC.

     Item  7.     Financial  Statements

          The  information  required  by this Item 7 is contained at pages F1 to
F10  following.

     Item 8.     Changes in and Disagreements with Accountants on Accounting and
Financial  Disclosure

          None.

     Item  8A.     Controls  and  Procedures

          Evaluation  of  disclosure  controls  and  procedures
          -----------------------------------------------------

          The  Company's principal executive officer, based on his evaluation of
the  Company's  disclosure  controls  and procedures (as defined in Exchange Act
Rules  13a-14(c)) as of a date within 90 days prior to the filing of this Annual
Report  on Form 10-KSB, has concluded that the Company's disclosure controls and
procedures  are  adequate  and  effective  for  the  purposes  set  forth in the
definition  in  Exchange  Act  rules.

          Changes  in  internal  controls
          -------------------------------

          There  were  no significant changes in the Company's internal controls
or  in  other  factors  that  could  significantly affect the Company's internal
controls  subsequent  to  the  date  of  the  evaluation.


                                       PART III

     Item  9.     Directors  and  Executive  Officers  of  the  Registrant

          The  following  table  sets  forth  the name, age and positions of our
executive  officers  as  of  June  16,  2005.


                       Name            Age                Position
                       ----            ---                --------
          Geoffrey  Eiten              54   President,  Chief Executive  Officer

                            MASON HILL HOLDINGS, INC.

     Item  10.     Executive  Compensation
          None.

     Item 11.     Security Ownership of Certain Beneficial Owners and Management

          The  following  table sets forth common stock ownership information as
of  June  15,  2005  with  respect  to:.


            Each  person  known to us to be the beneficial owner of more than 5%
of  our  common  stock;
            Each  of  our  officers  and  directors;
            and  All  directors  and  officers  as  a  group.

          This  information as to beneficial ownership was furnished to us by or
on  behalf  of  the  persons  named.  Unless  otherwise  indicated, the business
address  of  each  person listed is 300 Chestnut Street, Suite 200, Needham, Ma.
02492  .  Information  with  respect  to  the  percent  of  class  is  based  on
outstanding  shares  of  common stock as of March 31, 2005.  Except as otherwise
indicated, to our knowledge, each stockholder has sole power to vote and dispose
of  all  the  shares  of  common  stock  listed  opposite  his  name.

          For  purposes  of this table, each person is deemed to have beneficial
ownership of any shares of our common stock such person has the right to acquire
on  or  within  60  days  after  March  31,  2005.

                                     Amount of Shares
Name of Beneficial Owner            Beneficially Owned          Percent of Class
-----------------------             ------------------          ----------------
    Geoffrey Eiten                      6,127,894                    30.64%
                                        ---------                    ------
All  officers  and                      6,172,894                    30.64%
directors  as  a  group               ============                   ======

     Item  12.     Certain  Relationship  and  Related  Transactions
          None.

     Item  13.     Exhibit  and  reports  on  Form  8-K
          None.

                            MASON HILL HOLDINGS, INC.

     Item  14.     Principal  Accountant  Fees  and  Services

          Our  Directors  have  selected  Demetrius  &  Company,  L.L.C.  as its
independent accountants for the current fiscal year and for the year ended March
31,  2004.  The  audit  provided  by  Demetrius  &  Company,  L.L.C.  consist of
examination  of  financial  statements and services relative to filings with the
Securities and Exchange Commission.  The following table presents the total fees
paid  for  professional audit and non-audit services rendered by our independent
auditors  for  the  audit of our annual financial statements for the years ended
March  31,  2005  and  2004  and  fees billed for other services rendered by our
independent  auditors  during  those  periods.



                                    Fiscal Year Ended          Fiscal Year Ended
                                       March 31, 2005          March 31, 2004
                                       --------------          --------------

            Audit Fees (1)                  $     2,700              $     2,500
            Audit-Related Fees (2)                  N/A                      N/A
            Tax Fees (3)                            N/A                      N/A
            All Other Fees (4)                      N/A                      N/A
            Total                                   ---                      ---
                                            $     2,700              $     2,500
                                            ===========              ===========


          (1)  Audit  services  consist of auditing the financial statements for
the fiscal year and for the review of financial statements included in Quarterly
Reports  on  Form  10-QSB during the fiscal year, as well as work that generally
only  the  independent  auditor can reasonably be expected to provide, including
consents for registration statement flings and responding to SEC comment letters
on  annual  and  quarterly  filings.

          (2)  Audit-related  services consist of assurance and related services
that  are  traditionally  performed  by  the  independent auditor, including due
diligence related to mergers and acquisitions, agreed upon procedures report and
accounting  and  regulatory  consultations.

          (3)  Tax services consist of all services performed by the independent
auditor's tax personnel, except those services specifically related to the audit
of  the  financial statements, and includes fees in the areas of tax compliance,
tax  planning,  and  tax  advice.

          (4)  Other services consist of those service not captured in the other
categories.

                            MASON HILL HOLDINGS, INC.

     Item  14.     Principal  Accountant  Fees  and  Services  (continued)

          Our Board has determined that the services provided by our independent
auditors  and  the  fees  paid to them for such services has not compromised the
independence  of  our  independent  auditors.

Consistent  with  SEC  policies  regarding  auditor  independence, the Board has
responsibility  for  appointing, setting compensation and overseeing the work of
the  independent  auditor.  In recognition of this responsibility, the Board has
established a policy to pre-approve all audit and permissible non-audit services
provided  by  the  independent  auditor.  Prior to engagement of the independent
auditor for the next year's audit, management will submit a detailed description
of  the  audit and permissible non-audit services expected to be rendered during
that  year  for each of four categories of services described below to the Board
for  approval.  In  addition,  management will also provide to the Board for its
approval  a  fee  proposal  for  the  services  proposed  to  be rendered by the
independent  auditor.  Prior  to  the engagement of the independent auditor, the
Board  will  approve  both  the  description  of audit and permissable non-audit
services  proposed  to be rendered by the independent auditor and the budget for
all  such  services. The fees are bugeted and the Board requires the independent
auditor  and  management  to  report  actual fees versus the budget periodically
throughout  the  year  by  category  of  service.

          During  the year, circumstances may arise when it may become necessary
to  engage  the  independent auditor for additional services not contemplated in
the  original  pre-approval.  In  those  instances,  the Board requires separate
pre-approval before engaging the independent auditor.  To ensure prompt handling
of  unexpected  matters, the Board may delegate pre-approval authority to one or
more  of  its  members.  The  member  to  whom  such authority is delegated must
report, for informational purposes only, any pre-approval decisions to the Board
at  its next scheduled meeting.  The four categories of services provided by the
independent  auditor  are as defined in the footnotes to the fee table set forth
above.

             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,  2005,  and  the  related  statements  of  operations, changes in
stockholders'  deficit  and  cash  flows  for  each of the years in the two-year
period  ended March 31, 2005.  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  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  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material misstatement.  The Company is not
required  to  have,  nor  were  we  engaged to perform, an audit of its internal
control  over financial reporting.  Our audit included consideration of internal
control  over financial reporting as a basis for designing audit procedures that
are  appropriate  in the circumstances, but not for the purpose of expressing an
opinion  on  the  effectiveness of the Company's internal control over financial
reporting.  Accordingly,  we  express  no  such opinion.  An audit also includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements,  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. as of
March  31, 2005 and the results of its operations and its cash flows for each of
the  years  in  the  two-year  period  ended  March  31, 2005 in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.



/s/DEMETRIUS  &  COMPANY.  L.L.C.
Wayne,  New  Jersey
June  21,  2005



<TABLE>
<CAPTION>

                                MASON HILL HOLDINGS, INC.

                                     BALANCE SHEET

MARCH 31, 2005
<S>   <C>                                                          <C>

                                        ASSETS
     Current  Assets:
       Cash                                                               3,000
                                                                   ------------

                     TOTAL CURRENT ASSETS
                                                                   $      3,000
                                                                   ============


                        LIABILITIES AND STOCKHOLDERS' DEFICIT
     Current  Liabilities:
       Accounts payable and accrued expenses                             34,833
       Loan payable shareholder                                          17,500
       Taxes payable                                               $      8,696
                                                                          -----

          TOTAL CURRENT LIABILITIES                                      61,029

     Stockholders'  (deficit)
       Common  stock,  par  value  $0.002,  20,000,000  shares  authorized,
         issued and outstanding                                          40,000
       Paid-in capital                                               15,404,046
       Accumulated other comprehensive loss                             (76,645)
       Deficit                                                      (15,425,430)
                                                                   -------------

     Total Stockholders' (Deficit)                                      (58,029)
                                                                        --------

              TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT          $      3,000
                                                                   =============
</TABLE>

<TABLE>
<CAPTION>

                          MASON HILL HOLDINGS, INC.

                          STATEMENTS OF OPERATIONS
                 For the years ended March 31, 2005 and 2004

<S>                                       <C>               <C>

                                                   2005            2004
                                                   ----            ----
     Revenues:
       Debt forgiveness income            $           -     $       567,888
                                          -------------     ----------------
          Total Revenues                              -             567,888
                                          -------------     ----------------


     Operating  expenses:
       Professional fees                         10,500                    -
       Other general and administrative             836              17,256
                                          -------------          -------------

         Total Expenses
                                                 11,336                17,256
                                          -------------          -------------

     Income (loss) before income taxes          (11,336)              550,632

     Provision for income taxes                   8,693                     -
                                          -------------          -------------
     Net income (loss)                    $     (20,029)         $    550,632
                                          ==============         =============

     Basic and diluted income (loss)      $       (0.00)         $       0.03
     per common share                     ==============         =============

     Weighted average common shares          20,000,000            16,785,367
     outstanding                          ==============         ==============
</TABLE>



<TABLE>
<CAPTION>



MASON HILL HOLDINGS, INC.

STATEMENTS OF CASH FLOWS
For the years ended March 31, 2005 and 2004

<S>                                            <C>               <C>

                                                     2005            2004
                                                     ----            ----

     Operating  Activities
     ---------------------
       Net income (loss)                       $  (20,029)       $  550,632
       Adjustments  to  reconcile  net
        income  (loss) to  net  cash used
        by  operating  activities:
       Debt forgiveness                                -           (567,888)
       Stock issued for services                       -             12,256
       Increase(Decrease)  in accounts             (3,167)            5,000
        payable and accrued expenses
       Increase in taxes payable                    8,696                 -
                                             -------------     -------------
       Net cash used by operating                 (14,500)                -
        activities

     Cash  flows  from  financing
      activities
       Shareholder loan                            17,500                 -
                                             -------------     -------------
     Cash provided by financing                    17,500                 -
      activities                             -------------     -------------

     Increase (decrease) in cash                    3,000                 -
     Cash at beginning of period                       -                  -
     Cash at end of period                       $  3,000           $     -
                                             =============     =============

     Supplemental  Disclosures  of  Cash  Flow  Information:
       Cash  paid  during  year  for:
         Interest                                $     -            $     -
                                             =============     =============
         Income taxes                            $     -            $     -
                                             =============     =============
</TABLE>

<TABLE>
<CAPTION>

                                                MASON HILL HOLDINGS, INC.


STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)

FOR THE YEARS ENDED MARCH 31, 2005 AND 2004
<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, 2003 . . . . . . . 13,872,106       $    27,744      $   5,404,046  $   (76,645) $  (15,956,033)  $  (600,888)

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

  Net loss . . . . . . . . . . .          -                 -                  -            -         550,632       550,632
                               ------------  ----------------  -----------------  -----------      ----------       -------

  Balances at
    March 31, 2004 . . . . . . . 20,000,000            40,000         15,404,046      (76,645)    (15,405,401)      (38,000)

  Net loss . . . . . . . . . . .          -                 -                  -            -         (20,029)      (20,029)
                                 ----------           -------         ----------      ---------   ------------      --------

  Balances at
    March 31, 2005 . . . . . . . 20,000,000     $      40,000     $   15,404,046  $   (76,645)  $ (15,425,430) $    (58,029)
                                                =============     ==============  ============  ============== =============
</TABLE>
                            MASON HILL HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 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.

                            MASON HILL HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004

     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.

          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  accounts payable and accrued expenses, payable to shareholder and taxes
payable  approximate  their  fair  value  at  March  31,  2005.

                            MASON HILL HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004


     Note  2-     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

          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.

          NEW  AUTHORITATIVE  ACCOUNTING  PRONOUNCEMENTS
          ----------------------------------------------

          The  Company  does  not  anticipate  the  adoption  of recently issued
accounting  pronouncements  will  have  a  significant  impact on its results of
operations,  financial  position  or  cash  flows.

     Note  3-     COMMITMENTS  AND  CONTINGENT  LIABILITIES

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

                            MASON HILL HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004

     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  2004  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, 2005, 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  $1,476,000  at March 31, 2005.  These carry forward
losses  are  available  to  offset  future  taxable  income,  if any, and expire
starting  in  the  year  2020.

                                                                March 31,
              Deferred tax asset:                                 2005
                                                                  ----
              Net operating loss carry forward                    $590,000
              Valuation allowance                                 (590,000)
                                                                  --------
              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.

                            MASON HILL HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004

     Note  6-     COMMON  STOCK

          During  the  year  ended  March 31, 2004, the Company issued 6,127,894
shares  of  common  stock  for  services  valued at $12,256 or $0.002 per share.

     Note  7-     LOAN  PAYABLE  SHAREHOLDER

          The  loan  payable  shareholder  is  non-interest  bearing  and has no
definite  terms  of  repayment.

                                                             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  8,  2005

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  8,  2005