MASON HILL HOLDINGS INC
NT 10-K, 2000-06-30
MOTOR VEHICLES & PASSENGER CAR BODIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                       Commission File Number 033-24178-A

                           NOTIFICATION OF LATE FILING

|X| Form 10-K |_| Form 11-K |_| Form 20-F |_|Form 10-Q
|_| Form N-SAR

         For Period Ended: March 31, 2000

|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR

    For the Transition Period Ended: _______________________________________

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates:

_______________________________________


                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant                              Mason Hill Holdings, Inc.
Former name if applicable
Address of principal executive office                110 Wall Street
City, state and zip code                             New York, New York 10005

                                     PART II
                             RULE 12b-25 (b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the  registrant  seeks  relief  pursuant  to Rule  12b-25  (b),  the
following should be completed. (Check box if appropriate.)

               (a) The reasons  described  in  reasonable  detail in Part III of
|X|       this  form  could not be  eliminated  without  unreasonable  effort or
          expense;

               (b) The subject annual  report,  semi-annual  report,  transition
          report on Form 10-K,  20-F,  11-K or Form 10-Q, or portion therof will
          be filed on or before the 15th calendar day  following the  prescribed
|X|       due date; or the subject quarterly report or transition report on Form
          10-Q, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date; and

               (c) The accountant's  statement or other exhibit required by Rule
|X|       12b-25(c) has been attached if applicable.


<PAGE>
                                    PART III
                                    NARRATIVE

         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period.

         As  reported  in a Form 8-K filing by Mason Hill  Holdings,  Inc.  (the
"Company"), dated April 30, 1999, the Company, with the approval of its Board of
Directors,  elected to replace Civvals,  Chartered  Accountants as the Company's
independent auditors with the accounting firm of Demetrius & Company, L.L.C. The
registrant   is  in  the  process  of  preparing  and  reviewing  the  financial
information of the Company after giving effect to the  aforementioned  change of
independent auditors.  The process of transferring and reviewing the information
required to be included in the Form 10-K for the relevant  fiscal year,  as well
as the completion of the required audit of the Company's  financial  information
has imposed time  constraints  that  rendered a timely filing of the Form 10-KSB
impracticable  without  undue  hardship  and  expense  by  the  registrant.  The
registrant  undertakes  the  responsibility  to file such annual report no later
than fifteen days after its original date.


                                     Part IV
                                Other Information

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification

   Christopher J. Kinsley               (212)                    425-3000
      (Name)                            (Area Code)          (Telephone Number)

     (2) Have all other periodic  reports  required under Section 13 or 15(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                        |X|  Yes    |_|  No

     (3) Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                        |_|  Yes    |X|  No

If so: attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                            Mason Hill Holdings, Inc.
                   Name of Registrant as Specified in Charter.

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date: June 30, 2000                               By: /s/ Christopher J. Kinsley
                                                      --------------------------
                                               Christopher J. Kinsley, President


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