U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

    [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2004

                                       OR

   [  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                         Commission File Number 0-25037

                            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)


     Indicate  by  check  mark whether the registrant: (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].

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes  of  common  stock  as  of  the  latest
     practicable  date:  20,000,000 shares of common stock, $0.002 par value, as
of  January  18,  2005.

                                     PART I

                              FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

The  financial statements of Mason Hill Holdings, Inc. (the "Company"), included
herein  were  prepared,  without audit, pursuant to rules and regulations of the
Securities  and  Exchange  Commission.  Because  certain  information  and notes
normally included in financial statements prepared in accordance with accounting
principles  generally accepted in the United States of America were condensed or
omitted  pursuant  to  such  rules  and  regulations, these financial statements
should  be  read  in conjunction with the financial statements and notes thereto
included  in  the audited financial statements of the Company as included in the
Company's  Form  10-SB  for  the  year  ended  March  31,  2004.

<TABLE>
<CAPTION>

MASON HILL HOLDINGS, INC.

BALANCE SHEETS


<S>                                                               <C>                             <C>
                                                                  December 31,                    March 31,
                                                                  ------------------------------  ------------------------------
  LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . . . . . . .                           2004                            2004
                                                                  ------------------------------  ------------------------------
                (unaudited)
----------------------------------------------------------------
  Current Liabilities:
  Loan payable officer . . . . . . . . . . . . . . . . . . . . .  $                      14,500   $                           -
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .                         26,750                          38,000
                                                                  ------------------------------  ------------------------------

  TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . . . . .                         41,250                          38,000

  Stockholders' deficit
  Common stock, par value $0.002, 20,000,000 shares authorized,
       20,000,000 shares issued and outstanding. . . . . . . . .                         40,000                          40,000
  Paid-in capital. . . . . . . . . . . . . . . . . . . . . . . .                     15,404,046                      15,404,046
  Accumulated other comprehensive loss . . . . . . . . . . . . .                        (76,645)                        (76,645)
  Deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . .                    (15,408,651)                    (15,405,401)
                                                                  ------------------------------  ------------------------------

  Total Stockholders' Deficit. . . . . . . . . . . . . . . . . .                        (41,250)                        (38,000)
                                                                  ------------------------------  ------------------------------

  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . . . .                             -                              -
                                                                  ==============================  ==============================

</TABLE>

<TABLE>
<CAPTION>

MASON HILL HOLDINGS, INC.

STATEMENTS OF OPERATIONS
<S>                <C>                       <C>                         <C>                         <C>

                                  For the three months ended                        For the nine months ended
                                         December 31,                                     December 31,
                              2004                      2003                     2004                          2003
                  ------------------------  --------------------------  --------------------------  --------------------------
                          (unaudited)                (unaudited)              (unaudited)              (unaudited)
                  ------------------------  --------------------------  --------------------------  --------------------------
  Revenues:
                  $                     -   $                       -   $                       -   $                       -
                  ------------------------  --------------------------  --------------------------  --------------------------

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


  Expenses:
    Operating                       1,000                       1,000                       3,250                       3,000
    expenses      ------------------------  --------------------------  --------------------------  --------------------------

     Total                          1,000                       1,000                       3,250                       3,000
     Expenses.    ------------------------  --------------------------  --------------------------  --------------------------


  Loss before                      (1,000)                     (1,000)                     (3,250)                     (3,000)
  income taxes.

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


  Net loss.                        (1,000)                     (1,000)                     (3,250)                     (3,000)
                  ========================  ==========================  ==========================  ==========================

  Basic and
  Diluted loss                      (0.00)                      (0.00)                      (0.00)                      (0.00)
  per common      ========================  ==========================  ==========================  ==========================
  share

  Weighted average
  common shares                20,000,000                  13,872,106                  20,000,000                  13,872,106
  outstanding     ========================  ==========================  ==========================  ==========================

</TABLE>

<TABLE>
<CAPTION>

MASON HILL HOLDINGS, INC.

STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(UNAUDITED)

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

  Operating Activities
-----------------------------------------------------
     Net loss from continuing operations. . . . . . .  $                      (3,250)  $                      (3,000)
     Adjustments to reconcile net loss to net cash
        used by operating activities:
     (Decrease) Increase in accrued expenses. . . . .                        (11,250)                          3,000
                                                       ------------------------------  ------------------------------
     Net cash used by operating activities. . . . . .                        (14,500)                              -

  Cash Flows From Financing Activities:
  Loan from officer . . . . . . . . . . . . . . . . .                         14,500                               -
                                                       ------------------------------  ------------------------------

  Net cash provided by financing activities . . . . .                         14,500                               -
                                                       ------------------------------  ------------------------------

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

  Supplemental Disclosures of Cash Flow Information:
    Cash paid during year for:
       Interest . . . . . . . . . . . . . . . . . . .                             -                              -
                                                       ==============================  ==============================
       Income taxes . . . . . . . . . . . . . . . . .                             -                              -
                                                       ==============================  ==============================

</TABLE>

                            MASON HILL HOLDINGS, INC.


                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


     Note  1-     NATURE  OF  BUSINESS

          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  Company prepares its financial statements using the accrual basis
of  accounting.

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

          The  preparation of financial statements in conformity with accounting
principles  generally  accepted in the United States requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosures of contingent assets and liabilities at the date of
the  financial  statements,  and  the  reported  amounts of revenue and expenses
during the accounting period.  Actual results could differ from those estimates.


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

          For  financial instruments including accrued expenses and loan payable
officer,  it was assumed that carrying amount approximated fair value because of
the  short  maturities  of  such  instruments.


     Note  3-     INCOME  TAXES

          There  is  no provision for income taxes for the period ended December
31,  2003  as  the  Company  had  a  net  loss.


     Note  4-     LOAN  PAYABLE  OFFICER

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

                            MASON HILL HOLDINGS, INC.


     Item  2.     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.

                            MASON HILL HOLDINGS, INC.

     Item  3.     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 date within 90 days prior to the filing of this Quarterly
Report on Form 10-QSB, have 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
          -------------------------------

          Therewere 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  their  evaluation.

                            MASON HILL HOLDINGS, INC.

     PART  II     OTHER  INFORMATION

     Item  1.     Legal  proceedings

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

     Item  2.     Changes  in  Securities  and  Use  of  Proceeds
          None.

     Item  3.     Defaults  Upon  Senior  Securities
          None.

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

     Item  5.     Other  Information
          None.

     Item  6.     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 quarter
ended  December  31,  2004.
          None

                                   SIGNATURES


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.


     MASON  HILL  HOLDINGS,  INC.


     Date:  July  8,  2005               /s/  Geoffrey  Eiten
                                         --------------------
                                         Geoffrey  Eiten
                                         President