<PAGE>

                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB

(Mark One)

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

                For the quarterly period ended December 31, 2000

                                       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:  033-24178-A

                           MASON HILL HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware
(State or other jurisdiction of                    65-0109088
incorporation or organization)        (I.R.S. employer identification No.)

                        110 Wall Street
                      New York, New York                        10005
           (Address of principal executive offices)          (Zip code)


Registrant's telephone number, including area code: (212) 425-3000

Indicate by check whether 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 registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [X] No [ ]

As of February 28, 2000, approximately 16,999,879 shares, $.002 par value per
share, of the Company were issued and outstanding.



                                       1
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)

                                                                        PAGE

TABLE OF CONTENTS

Consolidated Balance Sheets as at
    December 31, 2000 and March 31, 2000                                  3

Consolidated Statements of Operations for the three months
    ended December 31, 2000 and December 31, 1999                         4

Consolidated Statements of Operations for the nine months ended
    December 31, 2000 and December 31, 1999                               5

Consolidated Statements of Cash Flows for the nine
    months ended December 31, 2000 and December 31, 1999

                                                                          6

 Notes to Consolidated Financial Statements                               7-8




                                       2
<PAGE>



MASON HILL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS

--------------------------------------------------------------------------------

                                                    December 31,
                                                        2000        March 31,
                                                    (unaudited)       2000
                                                   ============    ============
Assets:

        Cash                                       $     22,928    $    713,244
        Receivables from broker dealers                 381,602       1,379,400
        Due from shareholder                             10,000
        Securities owned                                698,165         839,335
        Property and equipment, net                      55,705          84,952
        Other assets                                    241,998         238,455
                                                   ------------    ------------

                                                   $  1,410,398    $  3,255,386
                                                   ============    ============
Liabilities:

        Commission payable                         $    121,134    $  1,081,269
        Accrued expenses and other liabilities          234,961         274,147
        Securities sold, but not yet purchased            8,281          10,875
        Note payable, less discount                     558,126

        Loans payable                                                   281,500
                                                   ------------    ------------
                                                        922,502       1,647,791

        Subordinated liabilities                         50,000         230,000
                                                   ------------    ------------

                                                        972,502       1,877,791
                                                   ------------    ------------

Stockholder's Equity:
        Common stock; $0.002 par value,
        20,000,000 shares authorized,
        16,999,879 shares issued and outstanding
        at December 31, 2000 and 12,726,269
        at March 31, 2000                                34,000          25,452
        Paid-in-capital                              15,343,535      14,402,243
        Foreign currency translation                    (76,645)        (76,645)
        Retained deficit                            (14,862,994)    (12,973,455)
                                                   ------------    ------------
                                                        437,896       1,377,595
                                                   ------------    ------------
                                                   $  1,410,398    $  3,255,386
                                                   ============    ============



                                       3
<PAGE>


MASON HILL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

--------------------------------------------------------------------------------

                                               Three months    Three months
                                              ended December   ended December
                                                31, 2000         31, 1999
                                               ===========      ===========

Revenue                                        $   643,907      $ 3,388,014
                                               -----------      -----------

Expenses:
       Salaries and related costs                  507,071        2,103,341
       Commissions and clearing charges            146,117          142,231
       Communications and data processing          188,399          150,077
       Occupancy                                   139,410          112,591
       Interest expense                              2,324            3,095
       Operating expenses                          236,293          985,229
                                               -----------      -----------
                                                 1,219,614        3,496,564
                                               -----------      -----------

                                               -----------      -----------
       Net loss                                $  (575,707)     $  (108,550)
                                               ===========      ===========



                                       4
<PAGE>

MASON HILL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

-------------------------------------------------------------------------------

                                              Nine months     Nine months
                                            ended December   ended December
                                               31, 2000        31, 1999
                                             ============    ============

Revenue                                      $  2,784,224    $  9,397,988
                                             ------------    ------------

Expenses:
        Salaries and related costs              2,362,119       5,758,639
        Commissions and clearing charges          651,087         531,014
        Communications and data processing        510,574         434,475
        Occupancy                                 343,657         373,023
        Interest (income) expense                  (4,355)         11,194
        Operating expenses                        810,681       1,526,261
                                             ------------    ------------
                                                4,673,763       8,634,606
                                             ------------    ------------

                                             ------------    ------------
        Net income (loss)                    $ (1,889,539)   $    763,382
                                             ============    ============



Income (Loss) per Common Share

Basic and diluted loss per common share      $      (0.12)   $       0.08
                                             ============    ============

Weighted average common shares outstanding
                                               15,360,374       9,031,488
                                             ============    ============


                                       5
<PAGE>

MASON HILL HOLDINGS, INC.

STATEMENTS OF CASH FLOW
(unaudited)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                            Nine months       Nine months
                                                           ended December    ended December
                                                             31, 2000         31, 1999
                                                          ==============    ==============

<S>                                                      <C>                <C>
Cash flow from operating activities:
 Cash received from customers                               $  3,995,449    $ 10,098,455
 Cash paid to suppliers and employees                         (5,415,661)     (7,884,349)
 Interest received (paid)                                          6,679         (11,194)
 Income tax paid                                                    (880)             --
                                                            ------------    ------------

 Net Cash Provided by (Used in) Operating Activities          (1,414,413)      2,202,912
                                                            ------------    ------------

Cash flows from investing activities:
  Proceeds from (purchase of) investments                        483,545      (2,847,794)
Purchase of equipment                                            (3,144)        (11,891)
                                                            ------------    ------------

   Net Cash Provided by (Used in) Investing Activities           480,401      (2,859,685)
                                                            ------------    ------------

Cash flows from financing activities:
  Short-term borrowing from (payments to) related parties         (2,594)          5,000
  Proceeds from (payments of) loans                             (331,500)        230,315
  Proceeds from issuance of stock                                577,790
                                                            ------------    ------------

  Net Cash Provided by Financing Activities                      243,696         235,315
                                                            ------------    ------------
Net decrease in cash                                            (690,316)       (421,458)
Cash at beginning                                                713,244         484,377
                                                            ------------    ------------
           Cash at End                                      $     22,928    $     62,919
                                                            ============    ============
</TABLE>


                                       6
<PAGE>



MASON HILL HOLDINGS, INC.

NOTES
(unaudited)

-------------------------------------------------------------------------------


1.       BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying consolidated financial statements for Mason Hill Holdings, Inc.
and its wholly-owned subsidiary, Mason Hill & Co., Inc., have been prepared by
the Company, without audit, in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB. In the opinion of management, the information contained herein reflects
all adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the results for the interim periods presented.

Information as of March 31, 2000 included in the Consolidated Balance Sheets has
been derived from audited financial statements, but does no include all
disclosures required by generally accepted accounting principles.

2.       RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY (USED IN)
         OPERATING ACTIVITIES:

<TABLE>
<CAPTION>

                                                                2000           1999
                                                         -----------    -----------

<S>                                                      <C>            <C>
Net Income (Loss)                                        ($1,889,539)   $   763,382
Adjustments to reconcile net loss to
  net cash used in operating activities:

  Stock based compensation for services                      232,050
  Depreciation                                                32,391
  Mark to market                                             213,427
  Amortization of loan discount                                2,324
  (Increase) decrease:
       Receivable from clearing organization                 997,798        700,467
       Prepaid expenses                                       (3,543)         3,023
       Security deposits                                                    (10,200)
  Increase (decrease):
       Accounts payable and accrued expenses                (999,321)       746,240
                                                         -----------    -----------

  Net Cash Provided by (Used in) Operating Activities    ($1,414,413)   $ 2,202,912
                                                         ===========    ===========
</TABLE>


       During the nine months ended December 31, 2000 the Company recorded the
following non-cash transactions:

         1,050,000 shares of common stock issued as compensation expense to
employees $ 232,050

       1,444,444 shares of common stock were issued in exchange for $ 130,000 of
subordinated loans.

                                       7
<PAGE>

3.       STOCK TRANSACTIONS

On April 10, 2000, Mason Hill issued 1,050,000 shares of common stock to five
employees in lieu of compensation approximating $232,050.

On July 7 and August 9, 2000, the Company issued 1,250,000 and 112,500 units in
a private placement. A unit is comprised of one share of common stock and two
warrants to purchase common stock. Net proceeds from the July 7 and August 9,
2000 private placement were $473,290 and $39,500, respectively.

On September 1, 2000, the Company issued an aggregate of 1,444,444 shares of
common stock to the Company's President in exchange for the cancellation of a
$130,000 subordinated loan made by the Company's President and recorded on the
books of the Company's wholly-owned subsidiary.

On December 8, 2000, the Company sold 416,666 shares of common stock to
Christopher Kinsley for $25,000.


                                       8
<PAGE>




ITEM 2   Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Overview

Statements in this Quarterly Report on Form 10-QSB concerning the Company's
outlook or future economic performance, anticipated profitability, gross
billings, expenses or other financial items, and statements concerning
assumption made or exceptions to any future events, conditions, performance or
other matter are "forward looking statements," as that term is defined under the
Federal Securities Laws. Forward-looking statements are subject to risks,
uncertainties, and other factors which would cause actual results to differ
materially from those stated in such statements. Such risks, uncertainties, and
other factors which would cause actual results to differ materially from those
stated in such statements. Such risks, and uncertainties and factors include,
but are not limited to: (i) changes in external competitive market factors or
trends in the Company's results of operation; (ii) unanticipated working capital
or other cash requirements; and (iii) changes in the Company's business strategy
or an inability to execute its competitive factors that may prevent the Company
from competing successfully in the marketplace.

General

Mason Hill Holdings is a Delaware corporation originally incorporated under the
name International Sportfest, Inc. in the state of Delaware, on September 11,
1988. The Company was a development stage company with no operations through
January 1994. In January 1994, the Company 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, the Company changed its name from International Sportfest Inc.
to Pride, Inc. From January 1994 through October 1999, the Company 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.

For financial reporting purposes the transaction was accounted for as a reverse
acquisition. Mason Hill & Co., Inc. was treated as the acquirer and is the
ongoing reporting entity. As a result of the foregoing, the Company has
effectively discontinued its prior operations, and has now been reconstituted as
a parent holding company for Mason Hill & Co., Inc.


                                       9
<PAGE>

Mason Hill Holdings, through its wholly-owned subsidiary, Mason Hill & Co,
offers a full line of securities brokerage services to its clients. Mason Hill &
Co. is a broker-dealer registered with the Securities and Exchange Commission
("SEC") and a member of the National Association of Securities Dealers, Inc.
("NASD"). Mason Hill & Co. is currently licensed to conduct activities as a
broker-dealer in forty-five (45) states. Mason Hill & Co. offers a full line of
securities brokerage services to its clients, including the purchase and sale of
listed and over-the-counter securities, fixed income instruments, annuities and
mutual funds. In addition, Mason Hill & Co. engages in investment banking
activities for small to mid-size companies by structuring their financing and
raising capital through private placements, initial public offerings and
secondary offerings. Mason Hill & Co. also provides financial consulting
services to publicly and privately held companies.

Results of Operations

Three months ended December 31, 2000 compared to three months ended December 31,
1999.

Total revenues for the three months ended December 31, 2000 decreased $2,744,107
or 81.0% to $643,907 from $3,388,014 for the three months ended December 31,
1999. The decrease in revenues experienced by the Company resulted primarily
from a decrease in commissions generated, as well as from trading losses
incurred, by the Company's wholly-owned subsidiary, Mason Hill & Co., Inc. The
decrease in commissions generated resulted from the general decrease in the
stock market and the decreased level of trading activity by customers.

Salaries and related costs for the three months ended December 31, 2000 were
$507,071, a $1,596,270 or 75.9% decrease over the salaries and related costs of
$2,103,341 for the same period last year. The decrease in salaries and related
costs primarily resulted from a decrease in the commissions payable to existing
personnel due to a decreased level of trading activity as well as from a
decrease in total salaries paid due to reductions in personnel.

Commissions and clearing charges for the three months ended December 31, 2000
were $146,117, a $3,886 or 2.7% increase over commissions and clearing charges
of $142,231 for the same period last year.

Communications and data processing expenses for the three months ended December
31, 2000 were $188,399, a $38,322 or 25.5% increase over communications and data
processing expenses of $150,077 for the same period last year. The increase in
charges resulted from an increase in the number of machines available that
utilize quote and ticker services. In 2000, the Company also began utilizing
NASDAQ and premium service of NASDAQ tools.

Occupancy charges for the three months ended December 31, 2000 were $139,410, a
$26,819 or 23.8% increase over occupancy charges of $112,591 for the same period
last year. The increase is primarily related to escalation charges in the third
quarter 2000.

Interest expenses for the three months ended December 31, 2000 were $2,324, a
$771 or 24.9% decrease over interest expenses of $3,095 for the same period last
year. The 2000 expense relates to a discount taken on note payables, while the
1999 expense relates primarily to interest on subordinated debt.

                                       10
<PAGE>

Operating expenses for the three months ended December 31, 2000 were $236,293, a
$748,936 or 76.0% decrease over operating expenses of $985,229 for the same
period last year. The decrease in operating expenses resulted from a decrease in
approximately 30 personnel in 2000 and consulting fees occurring in 1999 and not
in 2000.

The Company had a net loss for the three months ended December 31, 2000 of
$575,707 as compared to net loss of $108,550 for the same period ended December
31, 1999. The net loss primarily resulted from the reduction of customer trades,
as well as proprietary trading losses incurred by Mason Hill & Co.

Nine months ended December 31, 2000 compared to nine months ended December 31,
1999.

Total revenues for the nine months ended December 31, 2000 decreased $6,613,764
or 70.4% to $2,784,224 from $9,397,988 for the nine months ended December 31,
1999. The decrease in revenues experienced by the Company resulted primarily
from a decrease in commissions generated, as well as from trading losses
incurred, by the Company's wholly-owned subsidiary, Mason Hill & Co., Inc. The
decrease in commissions generated resulted from the general decrease in the
stock market and the decreased level of trading activity by customers.

Salaries and related costs for the nine months ended December 31, 2000 were
$2,362,119, a $3,396,520 or 59.0% decrease over the salaries and related costs
of $5,758,639 for the same period last year. The decrease in salaries and
related costs primarily resulted from a decrease in the commissions payable to
existing personnel due to a decreased level of trading activity as well as from
a decrease in total salaries paid due to reductions in personnel.

Commissions and clearing costs for the nine months ended December 31, 2000 were
$651,087, a $120,073 or 22.6% increase over the commissions and clearing
expenses of $531,014 for the same period last year. The increase related to
charges stemming from customer reneges on unsecured margin calls or non-payment
of deficits resulting from the general decrease in the stock market.

Communications and data processing expenses for the nine months ended December
31, 2000 were $510,574, a $76,099 or 17.5% increase over communications and data
processing expenses of $434,475 for the same period last year. The increase in
charges resulted from an increase in the number of machines available that
utilize quote and ticker services. In 2000, the Company also began utilizing
NASDAQ and premium service of NASDAQ tools.

Occupancy charges for the nine months ended December 31, 2000 were $343,657, a
$29,366 or 7.9% decrease over occupancy charges of $373,023 for the same period
last year. The decrease primarily relates to the Company ceasing to occupy a
John Street location in the second quarter 2000 offset, in part, by increased
escalation charges in the third quarter.

For the nine months ended December 31, 2000, the Company had interest income of
$4,355. For the nine months ended December 31, 1999, the Company had interest
expense of $11,194. The difference is a 138.9% decrease of interest expenses
from 1999 or a $15,549 increase in positive cash flow for the Company in 2000.
The interest income in 2000 is made up of margin interest income of $11,500 and
interest expense of $7,145 relating to discount on notes receivable and interest
expense on subordinated debt. The interest expense in 1999 is made up of margin
interest expense of $2,530 and interest expense on subordinated debt of $8,664.

                                       11
<PAGE>

Operating expenses for the nine months ended December 31, 2000 were $810,681, a
$715,580 or 46.9% decrease over operating expenses of $1,526,261 for the same
period last year. The decrease in operating expenses primarily resulted from a
decrease in approximately 30 personnel in 2000 and consulting fees occurring in
1999 and not in 2000.

The Company had a net loss for the nine months ended December 31, 2000 of
$1,889,539 as compared to net income of $763,382 for the same period ended
December 31, 1999. The net loss primarily resulted from the reduction of
customer trades, as well as proprietary trading losses incurred by Mason Hill &
Co.

Liquidity and Capital Resources

Prior to the completion of the acquisition of Mason Hill & Co., Inc., Pride,
Inc. had limited working capital and its prospects were severely limited. Upon
completion of the acquisition of Mason Hill & Co., Inc., the Company changed its
name to Mason Hill Holdings, Inc. For financial reporting purposes the
transaction was accounted for as a reverse acquisition. Mason Hill & Co., Inc.
was treated as the acquirer and is the ongoing reporting entity. Accordingly,
the Company's working capital and its capital resources consists of the
financial situation of Mason Hill & Co., Inc.

In March 2000, Mason Hill Holdings completed a private placement of 1,499,500
shares of its common stock from which it received net proceeds of $578,300.

In March 2000, Mason Hill also 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.

In April 2000, Mason Hill issued 1,050,000 shares of common stock to five
employees in lieu of compensation approximating $232,050.

In July and August 2000, Mason Hill sold an aggregate of 1,362,500 Units, each
Unit composed of one share of common stock and two warrants to purchase common
stock of the Company, at a purchase price of $0.40 per Unit, from which it
received aggregate net proceeds of approximately $512,700.

In September 2000, Christopher Kinsley agreed to exchange a $130,000
subordinated loan that he had made to the Company's wholly-owned subsidiary for
an aggregate of 1,444,444 shares of Common Stock.

In December 2000, Mason Hill sold 416,666 shares of common stock to Christopher
Kinsley for an aggregate purchase price of $25,000.

In December 2000, the Company entered into an agreement (the "CFM Agreement")
with CFM Capital limited, a Bermuda company ("CFM"), pursuant to which CFM
agreed to assist the Company with obtaining approximately $250,000 of new
capital to be utilized in the operations of the Company's wholly-owned
subsidiary, Mason Hill & Co. Following the execution of the CFM Agreement, the
Company received an aggregate of $90,000, $50,000 of which was paid to
Christopher Kinsley, the president and a director of the Company, and was
subsequently loaned to the Company's wholly-owned subsidiary, Mason Hill & Co.
In consideration of this agreement, Christopher Kinsley agreed to grant to CFM
an option to purchase twenty percent (20%) of the shares of capital stock of the
Company owned by him, and the Company agreed to grant to CFM an option to

                                       12
<PAGE>

purchase such number of shares of the issued and outstanding shares of capital
stock of the Company as shall result in CFM and/or its designees having the
right to purchase, in the aggregate, the same number of shares owned by
Christopher Kinsley. The options to be granted to CFM are valid for a five (5)
year period expiring on December 5, 2005. Furthermore, such options are
exercisable, at a price of $0.01 per share, commencing 60 days after the
approval by the Company's shareholders of an increase in the Company's
authorized capital.

In addition to the foregoing, following the execution of the CFM Agreement, the
Company entered into a Stock Purchase agreement with Lautrec, Inc., a Liberian
corporation ("Lautrec"), pursuant to which the Company agreed to purchase
1,000,000 shares of common stock of Vianet Technologies, Inc. from Lautrec for
an aggregate purchase price of $600,000. Such purchase price was to be paid as
follows: (i) $150,000 of the purchase price was to be deducted from the
aggregate of $250,000 due to the Company pursuant to the CFM Agreement, and (ii)
the balance of $450,000 was to be satisfied by the Company executing and
delivering a two (2) year promissory note to Lautrec. To date, the Company has
received an aggregate of approximately 986,000 shares pursuant to the Lautrec
Stock Purchase Agreement.

Mason Hill Holdings has no current arrangements in place with respect to
financing. Mason Hill Holdings is currently seeking to raise additional capital
to provide the necessary capital to fund its expanding operations and to pursue
its business growth strategy. There can be no assurances that additional
financing will be available on acceptable terms, if at all.



                                       13
<PAGE>



PART II

OTHER INFORMATION

Item 1.  Legal Proceedings

         Since September 30, 2000, Company's subsidiary, Mason Hill & Co., Inc.,
has been named as a party is two arbitration proceedings commenced its
customers. They are as follows:

         Mason Hill & Co. was recently named as a party in an arbitration
pending before the National Association of Securities Dealers commenced by one
of its customers. This action, which was filed in December 2000, seeks
approximately $125,000 in compensatory damages and is based upon claims of
unsuitability. As of the date hereof, no answer has been filed in this matter.

         Mason Hill & Co. was recently named as a party in an arbitration
pending before the National Association of Securities Dealers commenced by one
of its customers. This action, which was filed in January 2001, seeks
approximately $850,000 in compensatory damages and $4,325,000 in punitive
damages, and asserts claims against Mason Hill and various principals. As of the
date hereof, no answer has been filed in this matter.

         These actions, if decided against Mason Hill & Co., would have a
material adverse affect on the financial condition of Mason Hill & Co. and could
cause it to reduce or terminate operations. Notwithstanding the foregoing, Mason
Hill & Co. believes that it has meritorious defenses to these actions, and it
intends to vigorously defend these claims.

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:

                  11    - Computation of income (loss) per common share


         (B) Reports of Form 8-K filed during quarter:

                  None.



                                       14

<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.

                                         By: /s/ Christopher Kinsley
                                             ----------------------------------
                                             Christopher J. Kinsley,
                                             President

Dated: March 19, 2001


                                       15