2

                     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, 2002

                                       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  April  4,  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  10K-SB  for  the  year  ended  March  31,  2002.

<TABLE>
<CAPTION>


                                           MASON HILL HOLDINGS, INC.

                                          CONSOLIDATED BALANCE SHEETS


<S>                                                            <C>            <C>
                                                               June 30,       March 31,
                                                               -------------  -------------
               LIABILITIES AND STOCKHOLDERS' EQUITY                2002           2002
                                                               -------------  -------------
                                                                 (unaudited)
                                                               -------------

Notes payable . . . . . . . . . . . . . . . . . . . . . . . .  $    567,888   $    567,888
Accrued expenses. . . . . . . . . . . . . . . . . . . . . . .        30,000         29,000
                                                               -------------  -------------

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . .       597,888        596,888

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 . . . . . . . . . . . . . . . . . . . . . . . . . . .   (15,953,033)   (15,952,033)
                                                               -------------  -------------

Total Stockholders' Equity. . . . . . . . . . . . . . . . . .      (597,888)      (596,888)
                                                               -------------  -------------

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

<TABLE>
<CAPTION>

                                   MASON HILL HOLDINGS, INC.
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                          (UNAUDITED)


<S>                                         <C>           <C>

                                                   2002          2001
                                            ------------  ------------
Revenues:
                                            $         -    $        -
                                            ------------  ------------

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


Expenses:
  Operating expenses . . . . . . . . . . .        1,000         1,000
                                            ------------  ------------

          Total Expenses . . . . . . . . .        1,000         1,000
                                            ------------  ------------

Loss before income taxes . . . . . . . . .       -1,000        -1,000

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

Net loss . . . . . . . . . . . . . . . . .  $    (1,000)  $    (1,000)
                                            ============  ============

Basic and diluted loss per common share. .  $         -   $         -
                                            ============  ============

Weighted average common shares outstanding   13,872,106    13,872,106
                                            ============  ============
</TABLE>


<TABLE>
<CAPTION>

                            MASON HILL HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)


<S>                                                 <C>       <C>
                                                       2002      2001
                                                    --------  --------

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

   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>




<PAGE>

                            MASON HILL HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


     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,
2002  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).

     31.2 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).

     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
June  30,  2002.
     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:  April  7,  2004          /s/  Geoffrey  Eiten
                                     --------------------
                    Geoffrey  Eiten
                    President