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 June 30, 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  September  15,  2004.


                                     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-KSB  for  the  year  ended  March  31,  2004.


<TABLE>
<CAPTION>


                                   MASON HILL HOLDINGS, INC.

                                        BALANCE SHEETS



<S>                                                               <C>            <C>
                                                                     June 30,       March 31,
                                                                     -------        --------
  LIABILITIES AND STOCKHOLDERS' EQUITY                                 2004             2004
                                                                       ----             ----
                                                                   (unaudited)
                                                                  -------------

  Loan payable officer                                            $     12,000   $          -
  Accrued expenses                                                      27,250         38,000
                                                                  ------------  --------------
  TOTAL LIABILITIES                                                     39,250         38,000

  Stockholders' equity
  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                                                          (15,406,651)   (15,405,401)
                                                                  -------------  -------------
  Total Stockholders' Equity                                           (39,250)       (38,000)
                                                                  -------------  -------------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $          -   $          -
                                                                  =============  =============

</TABLE>

<TABLE>
<CAPTION>



                            MASON HILL HOLDINGS, INC.

                            STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (UNAUDITED)


<S>                                           <C>           <C>
                                                     2004          2003
                                                     ----          ----
  Revenues:
                                              $            $          -
                                              -----------  ------------

            Total Revenues                              -             -
                                              -----------  ------------

  Expenses:
    Operating expenses                              1,250         1,000
                                              -----------  ------------
            Total Expenses                          1,250         1,000
                                              -----------  ------------
  Loss before income taxes                         (1,250)      (1,000)

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

  Net loss                                    $    (1,250)  $   (1,000)
                                              ===========  ============
  Basic and diluted loss per common share     $     (0.00)  $    (0.00)
                                              ===========  ============
  Weighted average common shares outstanding   20,000,000    13,872,106
                                              ===========  ============

</TABLE>



<TABLE>
<CAPTION>



                                       MASON HILL HOLDINGS, INC.

                                       STATEMENTS OF CASH FLOWS
                            FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                              (UNAUDITED)


<S>                                                                    <C>                      <C>

                                                                        2004                     2003
                                                                       -----                     ----

  Operating Activities
----------------------
     Net loss from continuing operations                         $    (1,250)             $   (1,000)
     Adjustments to reconcile net loss to net cash
        used by operating activities:

     (Decrease) Increase in accrued expenses                         (10,750)                   1,000
                                                                   ----------              ----------
     Net cash used by operating activities                           (12,000)                       -

  Cash Flows From Financing Activities:
  Loan from officer                                                    12,000                       -
                                                                   ----------              ----------

  Net cash provided by financing activities                            12,000                       -
                                                                   ----------              ----------
     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
                                  JUNE 30, 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, 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 June 30,
2004  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.

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.

ITEM  3.     CONTROLS  AND  PROCEDURES

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

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

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

          99.1  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  June  30,  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:  September  24,  2004

                                       /s/  Geoffrey  Eiten
                                       --------------------
                                       Geoffrey  Eiten
                                       President