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, 2001

                                       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  February  4,  2004.




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,  2001.


<TABLE>
<CAPTION>



<S>                                                            <C>             <C>
MASON HILL HOLDINGS, INC.
STATEMENTS OF FINANCIAL CONDITION



                                                               December 31,    March 31,
                                                               --------------  -------------
LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . . . . .           2001           2001
                                                               --------------  -------------

Notes payable . . . . . . . . . . . . . . . . . . . . . . . .  $     567,888   $    567,888
Accrued expenses. . . . . . . . . . . . . . . . . . . . . . .         28,000         25,000
                                                               --------------  -------------

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . .        595,888        592,888

Stockholders' equity
Common stock, par value $0.002, 20,000,000 shares authorized,
     13,872,106 shares issued and outstanding . . . . . . . .         27,744         27,744
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . .     15,404,046     15,404,046
Accumulated other comprehensive loss. . . . . . . . . . . . .        (76,645)       (76,645)
Deficit . . . . . . . . . . . . . . . . . . . . . . . . . . .    (15,951,033)   (15,948,033)
                                                               --------------  -------------

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

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . .  $           -   $          -
                                                               ==============  =============
</TABLE>


<TABLE>
<CAPTION>



<S>                                        <C>           <C>           <C>           <C>
                            MASON HILL HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                           For the three months ended   For the nine months ended
                                                  December 31,                December 31,

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

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


Expenses:
  Stock compensation. . . . . . . . . . .            -             -             -       232,050
  Operating expenses. . . . . . . . . . .        1,000             -         3,000             -
                                           ------------  ------------  ------------  ------------

          Total Expenses. . . . . . . . .        1,000             -         3,000       232,050
                                           ------------  ------------  ------------  ------------

Loss before income taxes. . . . . . . . .       (1,000)            -        (3,000)     (232,050)

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

Net loss from continuing operations . . .       (1,000)            -        (3,000)     (232,050)

Discontinued operations (Note 1)
  Loss from discontinued operations . . .            -      (575,707)            -    (1,657,489)
                                           ------------  ------------  ------------  ------------

Net loss. . . . . . . . . . . . . . . . .  $    (1,000)  $  (575,707)  $    (3,000)  $(1,889,539)
                                           ============  ============  ============  ============

Basic and diluted loss per common share:
  From continuing operations. . . . . . .  $     (0.00)  $         -   $     (0.00)  $     (0.02)
  From discontinued operations. . . . . .            -         (0.04)            -         (0.11)
                                           ------------  ------------  ------------  ------------
  Total loss per share. . . . . . . . . .  $     (0.00)  $     (0.04)  $     (0.00)  $     (0.12)
                                           ============  ============  ============  ============

Weighted average common shares
  outstanding . . . . . . . . . . . . . .   13,872,106    15,360,374    13,872,106    15,360,374
                                           ============  ============  ============  ============
</TABLE>




<TABLE>
<CAPTION>



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


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

Operating Activities
----------------------------------------------------------------------
   Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(3,000)  $(1,889,539)
  Add loss from discontinued operations. . . . . . . . . . . . . . . .        -     1,657,489
                                                                        --------  ------------
   Loss from continuing operations . . . . . . . . . . . . . . . . . .   (3,000)     (232,050)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
   Stock compensation. . . . . . . . . . . . . . . . . . . . . . . . .        -       232,050
   Increase in accrued expenses. . . . . . . . . . . . . . . . . . . .    3,000             -
                                                                        --------  ------------
   Net cash used by operating activities of continuing operations. . .        -             -

Financing Activities
----------------------------------------------------------------------
   Proceeds from issuance of common stock. . . . . . . . . . . . . . .        -       577,790
                                                                        --------  ------------
   Net cash provided by financing activities of continuing operations.        -       577,790
                                                                        --------  ------------

   Net cash used in discontinued operations. . . . . . . . . . . . . .        -    (1,268,106)

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

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



OTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
DECEMBER  31,  2001


     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 notes payable 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 December
31,  2001  as  the  Company  had  a  net  loss.


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

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

     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  their  evaluation.

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,  2001.

     None



<PAGE>




                                   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:  February  24,  2004               /s/  Geoffrey  Eiten
                                              Geoffrey  Eiten
                                              President


<PAGE>