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, 2001

                        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                 (IRS  Employer
of  incorporation  or  organization)               Identification  No.)

                         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,  $.001  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.

Mason Hill'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 February 24, 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, $.001 par value outstanding as of
February  24,  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.


<PAGE>

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.  Mason Hill  was  a development stage company with no operations through
January  1994.  In  January  1994,  Mason Hill 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, Mason Hill changed its name from International Sportfest Inc.
to  Pride,  Inc.  From January 1994 through October 1999, Mason Hill 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, Mason Hill's operating subsidiary Mason
Hill  &  Co.  was  liquidated  by  SIPC.

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

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 Mason Hill and Mason Hill 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. 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.

Quarter Ended                                 High               Low
March 31, 1999                                .26                .08
June 30, 1999                                 .26                .08
September 30, 1999                            .30                .08
December 31, 1999                            1.00                .35
March 31, 2000                                .50                .26
June 30, 2000                                 .55                .26
September 30, 2000                            .50                .08
December 31, 2000                             .141               .031
March 31, 2001                                .141               .016

            There  were 20,000,000 shares of Common Stock, $.001 par
value outstanding as of February  24,  2004.  The outstanding shares are held
of record by approximately 100 stockholders.

     During  the  12  months  ended  March 31, 2001, Mason Hill issued 1,050,000
shares of its common stock to its employees as compensation for services in lieu
of  cash.  Mason Hill relied upon its pre-existing relationship with the persons
who  acquired  the  shares  and the exemption from registration found in Section
4(2)  of  the Securities Act. The value of the Shares issued as compensation was
$232,050.

     During the same period, Mason Hill sold 1,362,500 shares of common stock in
a  private  placement  to certain investors for $512,790. Mason Hill relied upon
its  pre-existing  relationship with the persons who acquired the shares and the
exemption  from  registration  found  in  Section  4(2)  of  the Securities Act.

ITEM  6        MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     Mason  Hill 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 Mason Hill. 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  Mason Hill will be successful in
locating  or  negotiating  with  any  target  business.

          Mason Hill  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  Mason Hill  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  Mason Hill  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, Mason Hill 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  Mason Hill 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 Mason Hill 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

NDEPENDENT  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, 2001, and the related consolidated
statements  of  operations,  changes  in stockholders' equity (deficit) and cash
flows  for  the  two  years  then  ended.  These  financial  statements  are the
responsibility  of  Mason Hill's  management.

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, 2001 and the consolidated results
of  their  operations  and cash flows for the two years then ended in conformity
with  accounting  principles generally accepted in the United States of America.

/s/DEMETRIUS  &  COMPANY.  L.L.C.
Wayne,  New  Jersey
February  24,  2004

<TABLE>
<CAPTION>



<S>                                                                <C>            <C>
                                                                           March 31,
                                                                        -------------
                                   ASSETS                             2001           2000
                                                                   -------------  -------------

Securities owned, not readily marketable, at estimated fair value  $          -   $    107,836
Net assets of discontinued operations . . . . . . . . . . . . . .             -      1,243,759
                                                                   -------------  -------------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . .  $          -   $  1,351,595
                                                                   =============  =============


                              LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 567,888.00   $          -
Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . .        25,000              -
                                                                   -------------  -------------

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . .       592,888              -

Stockholders' equity
Common stock, par value $0.002, 20,000,000 shares authorized,
     13,872,106 and 12,726,269 shares issued and outstanding. . .        27,744         25,452
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . .    15,404,046     14,402,243
Accumulated other comprehensive loss. . . . . . . . . . . . . . .       (76,645)       (76,645)
Deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (15,948,033)   (12,999,455)
                                                                   -------------  -------------

Total Stockholders' Equity. . . . . . . . . . . . . . . . . . . .      (592,888)     1,351,595
                                                                   -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . . . .  $          -   $  1,351,595
                                                                   =============  =============
</TABLE>

<TABLE>
<CAPTION>



<S>                                                                                    <C>           <C>
                            MASON HILL HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


                                                                                              2001         2000
                                                                                       ------------  -----------
Revenues:
                                                                                       $         -   $        -
                                                                                       ------------  -----------

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


Expenses:
  Stock compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      232,050      102,700
  Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       12,086            -
  Operating expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       25,000            -
  Loss on securities investment . . . . . . . . . . . . . . . . . . . . . . . . . . .      321,263            -
                                                                                       ------------  -----------

          Total Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      590,399      102,700
                                                                                       ------------  -----------

Loss before income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (590,399)    (102,700)

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

Net loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . .     (590,399)    (102,700)

Discontinued operations (Note 1)
  Loss from discontinued operations including a $649,425 loss on disposal at 3/31/01
                                                                                        (2,358,179)    (477,094)
                                                                                       ------------  -----------

Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(2,948,578)  $ (579,794)
                                                                                       ============  ===========

Basic and diluted loss per common share:
  From continuing operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     (0.04)  $    (0.01)
  From discontinued operations. . . . . . . . . . . . . . . . . . . . . . . . . . . .        (0.17)       (0.05)
                                                                                       ------------  -----------
  Total loss per share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     (0.21)  $    (0.06)
                                                                                       ============  ===========

Weighted average common shares outstanding. . . . . . . . . . . . . . . . . . . . . .   13,872,106    9,499,433
                                                                                       ============  ===========
</TABLE>

<TABLE>
<CAPTION>



<S>                                                                    <C>           <C>
                            MASON HILL HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

                                                                              2001          2000
                                                                       ------------  ------------

Operating Activities
---------------------------------------------------------------------
   Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(2,948,578)  $  (579,794)
  Add loss from discontinued operations . . . . . . . . . . . . . . .    2,358,179       477,094
                                                                       ------------  ------------
   Loss from continuing operations. . . . . . . . . . . . . . . . . .     (590,399)     (102,700)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
   Stock compensation . . . . . . . . . . . . . . . . . . . . . . . .      232,050       102,700
   Increase in accrued expenses . . . . . . . . . . . . . . . . . . .       25,000             -
                                                                       ------------  ------------
   Net cash used by operating activities of continuing operations . .     (333,349)            -

Financing Activities
---------------------------------------------------------------------
   Proceeds from issuance of common stock . . . . . . . . . . . . . .      512,790       578,300
   Capital contributed. . . . . . . . . . . . . . . . . . . . . . . .            -       409,500
                                                                       ------------  ------------
   Net cash provided by financing activities of continuing operations      512,790       987,800

   Net cash used in discontinued operations . . . . . . . . . . . . .     (202,369)   (1,678,116)
                                                                       ------------  ------------

   Increase (decrease) in cash. . . . . . . . . . . . . . . . . . . .      (22,928)     (690,316)
   Cash at beginning of period. . . . . . . . . . . . . . . . . . . .       22,928       713,244
                                                                       ------------  ------------
   Cash at end of period. . . . . . . . . . . . . . . . . . . . . . .  $         -   $    22,928
                                                                       ============  ============

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

<TABLE>
<CAPTION>



<S>                                 <C>            <C>              <C>          <C>        <C>            <C>
MASON HILL HOLDINGS, INC.
STATEMENT OF CHANGES
 IN STOCKHOLDER'S EQUITY (DEFICIT)


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

Balances at
  March 31, 1999 . . . . . . . . .     8,940,988   $       17,882   $13,319,313  $(76,645)  $(12,419,661)  $   840,889

Stock based
  compensation for
  services . . . . . . . . . . . .       769,115            1,538       101,162         -              -       102,700

Private placement. . . . . . . . .     1,499,500            2,999       575,301         -              -       578,300

Shares purchased by
  officer/shareholder. . . . . . .     1,516,666            3,033       406,467         -              -       409,500

Net loss . . . . . . . . . . . . .             -                -             -         -       (579,794)     (579,794)
                                    -------------  ---------------  -----------  ---------  -------------  ------------

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)
                                    =============  ===============  ===========  =========  =============  ============
</TABLE>



STATEMENT  OF  CHANGES  IN  STOCKHOLDERS  EQUITY
<PAGE>
                    NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
MARCH  31,  2001


     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.  Mason Hill was a development stage
company  with  no operations through January 1994.  In January 1994, Mason Hill
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, Mason Hill changed its name from
International  Sportfest  Inc. to Pride, Inc.  From January 1994 through October
1999,  Mason Hill 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 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,  Mason Hill'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,  Mason Hill has
effectively discontinued its prior operations, and has now been reconstituted as
a  parent  holding  Company  for  Mason  Hill.
          Mason Hill 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,  Mason Hill's operating
subsidiary  Mason  Hill  &  Co.  was  liquidated  by  SIPC.

          As  a  result  of  the  SIPC  liquidation  of  Mason Hill's operating
subsidiary,  Mason Hill  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.

          SECURITIES  TRANSACTIONS

          Proprietary securities transactions in regular-way trades are recorded
on  the  trade date, as if they had settled.  Customers' securities are reported
on  a settlement date basis with related commission income and expenses reported
on  a  trade  date  basis.

          INVESTMENT  BANKING

          Investment  banking  revenues  include gains, losses, and fees, net of
syndicate  expenses, arising from securities offerings in which Mason Hill acts
as  an  underwriter  or  agent.  Investment  banking  revenues also include fees
earned  from  providing  merger-and-acquisition  and  financial  restructuring
advisory  services.  Investment banking management fees are recorded on offering
date,  sales  concessions  on settlement date, and underwriting fees at the time
the  underwriting  is  completed  and  the  income  is  reasonably determinable.

          COMMISSIONS

          Commissions and related clearing expenses are recorded on a trade-date
basis  as  securities  transactions  occur.

          TRANSLATION  OF  FOREIGN  CURRENCIES

          Assets  and  liabilities  denominated  in  foreign  currencies  are
translated  at  year  end rates of exchange, while the income statement accounts
are  translated  at  average  rates  of  exchange for the year.  Gains or losses
resulting  from  foreign  currency  transactions  are  included  in  net income.

          INCOME  TAXES

          Mason Hill  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.  Mason Hill  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.

     FURNITURE,  EQUIPMENT  AND  LEASEHOLD  IMPROVEMENTS

     Furniture,  Equipment and Leasehold Improvements - Furniture, equipment and
leasehold  improvements  are  recorded  at  cost.  Depreciation  is  provided by
straight  line  and  accelerated  methods over the estimated useful lives of the
assets,  principally  5  years.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

     The  carrying  amounts of Mason Hill's financial instruments which include
cash  equivalents,  accounts  payable,  accrued  expenses approximate their fair
values  at  March  31,  2001.

     COMPREHENSIVE  INCOME

     Mason Hill  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  combined  statements  of operations, comprehensive income
equals  the  amounts  of  net  income  reported  on  the  accompanying  combined
statements  of  operations.

     HISTORICAL  NET  INCOME  PER  SHARE

     Mason Hill  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.

          SEGMENT  INFORMATION

          In  June  1997,  Financial  Accounting  Standards  Board (FASB) issued
Statement  of Financial Accounting Standards No. 131, "Disclosure About Segments
of  an  Enterprise  and  Related  Information"  ("Statement 131"), effective for
financial  statements  for  fiscal  years  beginning  after  December  15, 1997.
Statement  131  establishes  standards  for  the  reporting  by  public business
enterprises  of financial and descriptive information about reportable operating
segments  in annual financial statements and interim financial reports issued by
shareholders.

          Mason Hill  primarily  conducts  activities  as  a  broker-dealer in
securities  and  investment banking activities.  Management uses one measurement
of  profitability  and  does  not  separate or segment its business for internal
reporting.

          STATEMENT  OF  CASH  FLOWS

          For  purposes  of the Statement of Cash Flows, Mason Hill has defined
cash  equivalents as highly liquid investments, with original maturities of less
than ninety days, that are not held for sale in the ordinary course of business.

          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-     CONCENTRATIONS  OF  CREDIT  RISK

          Mason Hill is engaged in various trading and brokerage activities in
which  counterparties  primarily  include  broker-dealers,  banks,  and  other
financial  institutions.  In  the  event  counterparties  do  not  fulfill their
obligations, Mason Hill may be exposed to risk.  The risk of default depends on
the creditworthiness of the counterparty or issuer of the instrument.  It is the
Company's  policy  to  review,  as  necessary,  the  credit  standing  of  each
counterparty.

     NOTE  4-     COMMITMENTS  AND  CONTINGENT  LIABILITIES

          Mason Hill  has  obligations  under  operating  leases  with initial
noncancelable  terms  in  excess of one year.  Aggregate annual rentals for real
estate  at  March  31,  2001,  are  approximately  as  listed  below:


          2001                                   $      917

          Rent  expense  for  year ended March 31, 2001 is included in loss from
discontinued  operations.

     NOTE  5-     NOTE  PAYABLE

          In  December  2000  Mason Hill  purchased 1,000,000 common shares of
Vianet Technologies for an aggregate price of $600,000, consisting of offsetting
a  $150,000  receivable  due  Mason Hill 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  6-     INCOME  TAXES

          Mason Hill  files  a  consolidated  federal  tax  return  with  its
subsidiary.  Because  of Mason Hill's losses no income taxes have been accrued.
Mason Hill  has  a deferred tax asset of approximately $1,100,000 at March 31,
2001,  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

     NOTE  7-     EMPLOYEE  BENEFIT  PLANS

     Mason  Hill  has  a  401(k)  Plan  in  which  all  eligible  employees  may
participate. To be eligible the employee must be at least 21 years old, employed
at least one year and work at least 1,000 hours a year. Mason Hill does not make
any  contribution  to  the  plan.

ITEM  8    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 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

Evaluation  of  disclosure  controls  and  procedures

Mason  Hill'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 date within 90 days prior to the filing of this Report on Form
10-KSB,  has  concluded that Mason Hill'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 Mason Hill's internal controls or in other
factors  that  could  significantly  affect  Mason  Hill's  internal  controls
subsequent  to  the  date  of  their  evaluation.

PART  III


Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS

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

<TABLE>
<CAPTION>

<S>                                <C>               <C>
Name                               Age               Position
Christopher J. Kinsley             45                President, Treasurer and
                                                     Director
</TABLE>

     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, 2001, 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.

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.

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
                                                                       Compen-sation  under Options    Compen-sation
                                                                                      Granted
---------------------------- -------------------- ---------- --------- -------------- ---------------- -------------
Christopher Kinsley,           March 31, 2001       ----       ---                          ---            ---
President and Chief
Executive Officer

---------------------------- -------------------- ---------- --------- -------------- ---------------- -------------
</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%).


ITEM 11       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.


     The following table sets forth, as of August 10, 2001, 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>                                 <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>
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 September 1999,  Christopher Kinsley, the President of the Company, made
a subordinated  loan to the Conmpany in the amount of $130,000.  Such loan bears
interest  at the rate of 15% per annum  and are due and  payable  on August  31,
2002.

     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).

          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 year
          ended  March  31,  2001.

          None

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: March 31, 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: March 31, 2004

<PAGE>