U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               Form 10-QSB

(Mark One)
X...Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended December 31,
2000.

 ....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.

Commission File No:   __000-28791__

                        Park Hill Capital II Corp.
                 ---------------------------------------
                 (Name of small business in its charter)

      Nevada                              84-1492102
----------------------               -----------------------
(State or other                      (IRS Employer Id.  No.)
jurisdiction of Incorporation)

5330 E. 17th Ave. Pkwy         Denver,  Colorado            80220
-------------------------------------------------------------------
(Address of Principal Office)                              Zip Code

Issuer's telephone number:    (303) 394-1187

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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 __X__  No _____

At 2/2/01 the following shares were outstanding:  Common Stock,
$0.001 par value, 3,416,000 shares.

Transitional Small Business Disclosure
Format (Check one):
Yes _____     No __X__

Exhibits are indexed at page 6.

<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

       (a)  The financial statements of registrant for the
three months ended December 31, 2000, follow.  The financial
statements reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the
interim period presented.



                        Park Hill Capital II Corp.
                      (A Development Stage Company)

                          FINANCIAL STATEMENTS
                       Quarter Ended December 31, 2000


                             CONTENTS


     Balance Sheet                                        1
     Statements of Operations                             2
     Statements of Cash Flows                             3
     Notes to Financial Statements                        4

<PAGE>

                          Park Hill Capital II Corp.
                         (A Development Stage Company)
                                BALANCE SHEET
                              December 31, 2000

<TABLE>
<S>                                                 <C>

ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                         $   3,647
                                                     ---------

     Total current assets                                3,647
                                                     ---------

     TOTAL ASSETS                                    $   3,647
                                                     =========

  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                  $      38
                                                     ---------

     Total current liabilities                              38

STOCKHOLDERS' EQUITY
   Common stock, $0.001 par value;
     25,000,000 shares authorized;
     3,416,000 shares issued and
     outstanding                                         3,416
   Additional paid-in capital                           66,554
   Deficit accumulated during the
     development stage                                 (66,361)
                                                     ---------
                                                         3,609
                                                     ---------
     TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY                                        $   3,647
                                                     =========
</TABLE>

The accompanying notes are an integral part of the financial statements.
                             1

<PAGE>

                               Park Hill Capital II Corp.
                              (A Development Stage Company)
                                STATEMENTS OF OPERATIONS

<TABLE>
<S>                  <C>          <C>       <C>
                     For the
                     period from  For the       For the
                     inception    three         three
                     (March 2,    months        months
                     1999) to     ended         ended
                     December 31, December 31,  December 31,
                     2000         2000          1999
                     -----------  ---------  ---------

REVENUES             $         -  $       -  $       -
                     -----------  ---------  ---------

EXPENSES
   Selling, general and
      Administrative      66,361         38      1,311
                     -----------  ---------  ---------

      Total expenses      66,361         38      1,311
                     -----------  ---------  ---------

NET LOSS                 (66,361)       (38)    (1,311)

Accumulated deficit
  Balance, Beginning
  of period                    -    (66,323)   (61,390)
                     -----------  ---------  ---------

  Balance,
  end of period      $   (66,361) $ (66,361) $ (62,701)
                     ===========  =========  =========
NET LOSS PER SHARE   $     (0.02) $    (NIL)   $  (NIL)
                     ===========  =========  =========

WEIGHTED AVERAGE NUMBER
  OF SHARES
  OUTSTANDING          2,891,783  3,416,000  3,206,000
                     ===========  =========  =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
                                2

<PAGE>

                                Park Hill Capital II Corp.
                               (A Development Stage Company)
                                 STATEMENTS OF CASH FLOWS


<TABLE>
<S>                               <C>             <C>          <C>
                                  For the period
                                  from inception  For the      For the
                                 (March 2,        three months three months
                                  1999) to        ended        ended
                                  December 31,    December 31, December 31,
                                  2000            2000         1999
                                  --------------  ------------ -----------

CASH FLOWS FROM
    OPERATING ACTIVITIES:

  Net Loss                        $     (66,361)   $       (38) $    (1,311)
  Adjustments to reconcile
     net loss to net cash flows
     from operating activities:
    Increase in prepaid legal fees            -              -         (195)
    Decrease in accounts payable             38           (296)           -
    Stock issued for services            60,200              -            -
                                    -----------     ----------    ---------

  Net cash flows from
   operating activities                  (6,123)         (334)       (1,506)

CASH FLOWS FROM
    INVESTING ACTIVITIES                      -             -             -

CASH FLOWS FROM
    FINANCING ACTIVITIES

  Issuance of common stock                9,770             -             -
                                   ------------   -----------     ---------

  Net cash flows from
   financing activities                   9,770             -             -
                                   ------------  ------------     ---------

  Net increase in
   cash and cash equivalents              3,647          (334)       (1,506)

CASH AND CASH EQUIVALENTS,
  Beginning of period                         -         3,981         2,230
                                   ------------   -----------      --------

CASH AND CASH EQUIVALENTS,
 End of period                       $    3,647   $     3,647      $    724
                                   ============  ============    ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
                                 3

<PAGE>

                            Park Hill Capital II Corp.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               December 31, 2000


1.  Management's Representation of Interim Financial Information
    ------------------------------------------------------------

The accompanying financial statements have been prepared by Park Hill
Capital II Corp. without audit pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
as allowed by such rules and regulations, and management believes that the
disclosures are adequate to make the information presented not misleading.
These financial statements include all of the adjustments which, in the opinion
of management, are necessary to a fair presentation of financial position and
results of operations.  All such adjustments are of a normal and recurring
nature.  These financial statements should be read in conjunction with the
audited financial statements at September 30, 2000.



                                 4

<PAGE>

Item 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS.

Liquidity and Capital Resources

        The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or capital
resources or stockholder's equity.  The Company's balance sheet for the
period ending December 31, 2000, reflects a current asset value of $3,647
and a total asset value of $3,647, exclusively in the form of cash.

        The Company's business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue
other related activities intended to enhance shareholder value.  The
acquisition of a business opportunity may be made by purchase, merger,
exchange of stock, or otherwise, and may encompass assets or a business
entity, such as a corporation, joint venture, or partnership.  The
Company has minimal capital, and it is unlikely that the Company will be
able to take advantage of more than one such business opportunity.

        The Company cannot predict to what extent its lack of liquidity
and capital resources will impair the consummation of a business
combination or whether it will incur further operating losses through
any business entity which the Company may eventually acquire.

Results of Operations

        During the period from March 2, 1999 (inception) through
December 31, 2000, the Company has engaged in no significant operations
other than organizational activities, acquisition of capital and
preparation for registration of its securities under the Securities
Exchange Act of 1934, as amended.  No revenues were received by the
Company during this period.

        For the quarters ended December 31, 2000, and 1999 the
Company experienced losses of $38 and $1,311 respectively.  The decrease
in loss is due primarily to the timing differences related to
expenses incurred in relation to reporting requirements, and general
and administrative expenses.

        For the current fiscal year, the Company anticipates incurring
additional losses as a result of expenses associated with compliance to
reporting requirements and expenses associated with locating and evaluating
acquisition candidates.  The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not generate
revenues and may continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.

Need for Additional Financing

        The Company believes that its existing capital will be sufficient
to meet the Company's cash needs, including the costs of compliance
with the continuing reporting requirements of the Securities Exchange
Act of 1934, as amended, for a period of approximately one year.
Accordingly, in the event the Company is able to complete a business
combination during this period, it anticipates that its existing capital will
be sufficient to allow it to accomplish the goal of completing a business
combination.  There is no assurance, however, that the available funds
will ultimately prove to be adequate to allow it to complete a business
combination, and once a business combination is completed, the Company's
needs for additional financing are likely to increase substantially.

        No commitments to provide additional funds have been made by
management or other stockholders.  Accordingly, there can be no
assurance that any additional funds will be available to the Company to
allow it to cover its expenses.

        Irrespective of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company
might seek to compensate providers of services by issuances of stock in
lieu of cash.
5
<PAGE>

PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       There have been no reports on Form 8-K for the quarter ending
December 31, 2000.

Signatures

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Park Hill Capital II Corp.
(Registrant)

Date: February 5, 2001

/s/
Frank Kramer, President

6