U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB

(Mark One)

X__Annual report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal
year ended September 30, 2000.

___Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from ______ to ______.

Commission File No:   0-28791

PARK HILL CAPITAL II CORP.

(Name of small business in its charter)

|Nevada                                         | 84-1492102                       
|---------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation) | (IRS Employer Identification No.)

|5330  E. 17th Avenue Parkway, Denver, CO | 80220   
|---------------------------------------- | --------
|Address of Principal Executive Office    | Zip Code

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

Securities to be registered under Section 12(b) of the Act:





Securities to be registered under Section 12(g) of the Act:





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 ____

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.___

State issuer's revenue for its most recent fiscal year: $  -0-

State the aggregate market value of the voting stock held by non-affiliates computed by reference
to the price at which the stock was sold, or the average bid and asked priced of such stock, as of a
specified date within the past 60 days (See definition of affiliate in Rule 12b-2): -0-

Note: If determining whether a person is an affiliate will involve an unreasonable effort and
expense, the issuer may calculate the aggregate market value of the common equity held by
non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.

(Issuers involved in bankruptcy proceedings during the past five years):

Check whether the issuer has filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a
court. Yes ____ No ____

(Applicable only to corporate registrants) State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable date: 3,416,000 as of September 30,
2000.

(Documents incorporated by reference. If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB (e.g. Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933 ("Securities Act").  The listed documents should be clearly described for
identification purposes.

PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

The Company was incorporated under the laws of the State of Nevada on March 2, 1999,
and is in the early developmental and promotional stages.  To date, the Company's only activities
have been organizational ones, directed at developing its business plan and raising its initial
capital.  The Company has not commenced any commercial operations.  The Company has no
full-time employees and owns no real estate.

The Company's current 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 no capital, and it is unlikely that the
Company will be able to take advantage of more than one such  business opportunity.  The
Company intends to seek  opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings.

At of the end of its fiscal year ending September 30, 2000, the Company has not
identified any business opportunity that it plans to pursue, nor has the Company reached any
agreement or definitive understanding with any person concerning an acquisition.

It is anticipated that the Company's officers and directors will continue to initiate contacts
with securities broker-dealers and other persons with whom they are acquainted who are
involved in corporate  finance matters to advise them of the Company's existence and to
determine if any companies or businesses they represent have an interest in considering a merger
or acquisition with the Company. No assurance can be given that the Company will be successful
in finding or acquiring a desirable business opportunity, given the limited funds that are available
for acquisitions, or that any acquisition that occurs will be on terms that are favorable to the
Company or its stockholders.

The Company's search will be directed toward small and medium-sized enterprises which
have a desire to become public corporations and which are able to satisfy, or anticipate in the
reasonably near future being able to satisfy, the minimum asset requirements in order to qualify
shares for trading on NASDAQ or on an exchange such as the American or Pacific Stock
Exchange.  (See "Investigation and Selection of Business Opportunities.")  The Company
anticipates that the business opportunities presented to it will (i) be recently organized with no
operating history, or a history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of funds to develop a new product
or service or to expand into a new market; (iv) be relying upon an untested product or marketing
concept; or (v) have a combination of the characteristics mentioned in (i) through (iv).  The
Company intends to concentrate its acquisition efforts on properties or businesses that it believes
to be undervalued.  Given the above factors, investors should expect that any acquisition
candidate may have a history of losses or low profitability.

The Company does not propose to restrict its search for investment opportunities to any
particular geographical area or industry, and may, therefore, engage in essentially any business, to
the extent of its limited resources.  This includes industries such as service, finance, natural
resources, manufacturing, high technology, product development, medical, communications and
others.  The Company's discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions, and other factors.

As a consequence of the Company's registration of its securities under the Securities
Exchange Act of 1934, any entity which has an interest in being acquired by the Company is
expected to be an entity that desires to become a public company as a result of the transaction.  In
connection with such an acquisition, it is highly likely that an amount of stock constituting
control of the Company would be issued by the Company or purchased from the Company's
current principal shareholders by the target entity or its controlling shareholders.

It is anticipated that business opportunities will come to the Company's attention from
various sources, including its officers and directors, its other stockholders, professional advisors
such as attorneys and accountants, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited proposals.  The Company has no
plans, understandings, agreements, or commitments with any individual for such person to act as
a finder of opportunities for the Company.

Investigation and Selection of Business Opportunities

To a large extent, a decision to participate in a specific business opportunity may be made
upon management's analysis of the quality of the other company's management and personnel,
the anticipated acceptability of new products or marketing concepts, the merit of technological
changes, and numerous other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria.  In many instances, it is anticipated that the historical
operations of a specific firm may not necessarily be indicative of the potential for the future
because of the possible need to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment management, or make other changes.
Because of the lack of training or experience of the Company's management, the Company will
be dependent upon the owners of a business opportunity to identify such problems and to
implement, or be primarily responsible for the implementation of, required changes.  Because the
Company may participate in a business opportunity with a newly organized firm or with a firm
which is entering a new phase of growth, it should be emphasized that the Company will incur
further risks, because management in many instances will not have proved its abilities or
effectiveness, the eventual market for such company's products or services will likely not be
established, and such company may not be profitable when acquired.

It is anticipated that the Company will not be able to diversify, but will essentially be
limited to one such venture because of the Company's limited financing.  This lack of
diversification will not permit the Company to offset potential losses from one business
opportunity against profits from another, and should be considered an adverse factor affecting
any decision to purchase the Company's securities.

It is emphasized that management of the Company may effect transactions having a
potentially adverse impact upon the Company's shareholders pursuant to the authority and
discretion of the Company's management to complete acquisitions without submitting any
proposal to the stockholders for their consideration.  Company management does not generally
anticipate that it will provide holders of the Company's securities with financial statements, or
any other documentation, concerning a target company or its business prior to any merger or
acquisition.  In some instances, however, the proposed participation in a business opportunity
may be submitted to the stockholders for their consideration, either voluntarily by Company
management which elects to seek the stockholders' advice and consent, or because state law so
requires.

The analysis of business opportunities will be undertaken by or under the supervision of
the Company's executive officers and directors.

Although there are no current plans to do so, Company management might hire an outside
consultant to assist in the  investigation and selection of business opportunities, and might pay a
finder's fee.  Since Company management has no current plans to use any outside consultants or
advisors to assist in the investigation and selection of business opportunities, no policies have
been adopted  regarding use of such consultants or advisors, the criteria to be used in selecting
such consultants or advisors, the services to be provided,  the term of service, or regarding the
total amount of fees that may be paid.  However, because of the limited resources of the
Company, it is likely that any such fee the Company agrees to pay would be paid in stock and not
in cash.  Otherwise, the Company anticipates that it will consider, among other things, the
following factors:

(a)  Potential for growth and profitability, indicated by new technology, anticipated
market expansion, or new products;

(b)  Competitive position as compared to other companies of similar size and experience
within the industry segment as well as within the industry as a whole;

(c)  Strength and diversity of existing management, or management prospects that are
scheduled for recruitment;

(d)  Capital requirements and anticipated availability of required funds, to be provided
from operations, through the sale of additional securities, through joint ventures or similar
arrangements, or from other sources;

(e)  The cost of participation by the Company as compared to the perceived tangible and
intangible values and potential;

(f)  The extent to which the business opportunity can be advanced;

(g)  The Company's perception of how any particular business opportunity will be
received by the investment community and by the Company's stockholders;

(h)  The accessibility of required management expertise, personnel, raw materials,
services, professional assistance, and other required items; and

(i)  Whether the financial condition of the business opportunity  would be, or would have
a significant prospect in the foreseeable future to become, such as to permit the securities of the
Company, following the business combination, to qualify to be listed on an exchange or on a
national automated securities quotation system, such as NASDAQ, so as to permit the trading of
such securities to be exempt from the requirements of Rule 15c2-6 recently adopted by the
Securities and Exchange Commission.  See "Risk Factors - The Company - Regulation of Penny
Stocks."

In regard to the last criterion listed above, the current standards for NASDAQ listing
include, among other things, the requirements that the issuer of the securities that are sought to
be listed have net tangible assets of at least $4,000,000, or a market capitalization of at least
$50,000,000, or net income in its latest fiscal year of not less than $750,000.  Many, and perhaps
most, of the business opportunities that might be potential candidates for a combination with the
Company would not satisfy the NASDAQ listing criteria.  To the extent that the Company seeks
potential NASDAQ listing, therefore, the range of business opportunities that are available for
evaluation and potential acquisition by the Company would be significantly limited.

In applying the criteria listed above, no one of which will be controlling, management
will attempt to analyze all factors appropriate to the opportunity and make a determination based
upon reasonable investigative measures and available data.  Potentially available business
opportunities may occur in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.  Potential investors must recognize that, because
of the Company's limited capital available for investigation and management's limited experience
in business analysis, the Company may not discover or adequately evaluate adverse facts about
the opportunity to be acquired.

The Company is unable to predict when it may participate in a business opportunity and it
has not established any deadline for completion of a transaction. It expects, however, that the
process of seeking candidates, analysis of specific proposals and the selection of a business
opportunity may require several additional months or more.

Prior to making a decision to participate in a business opportunity, the Company will
generally request that it be provided with written materials regarding the business opportunity
containing such items as a description of product, service and company history; management
resumes; financial information; available projections, with related assumptions upon which they
are based; an explanation of proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed  forms of compensation to
management; a description of transactions between such company and its affiliates during
relevant periods; a description of present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and estimated capital requirements; audited
financial statements or an indication that audited statements will be available within sixty (60)
days following completion of a merger transaction; and other information deemed  relevant.

As part of the Company's investigation, the Company's executive officers and directors
may meet personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of certain information provided, check
references of management and key personnel, and take other reasonable investigative measures,
to the extent of the Company's limited financial resources and management expertise.

Company management believes that various types of potential merger or acquisition
candidates might find a business combination with the Company to be attractive.   These include
acquisition candidates desiring to create a public market for their shares in order to enhance
liquidity for current shareholders, acquisition candidates which have long-term plans for raising
equity capital through the public sale of securities and believe that the possible prior existence of
a public market for their securities would be beneficial, and acquisition candidates which plan to
acquire additional assets through issuance of securities rather than for cash, and believe that the
possibility of development of a public market for their securities will be of assistance in that
process.  Acquisition candidates which have a need for an immediate cash infusion are not likely
to find a potential business combination with the Company to be an attractive alternative.

Form of Acquisition

It is impossible to predict the manner in which the Company may participate in a business
opportunity.  Specific business opportunities will be reviewed as well as the respective needs and
desires of the Company and the promoters of the opportunity and, upon the basis of that review
and the relative negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected.  Such structure may include, but
is not limited to, share exchanges, mergers, agreements for purchase of and sale of stock or
assets, leases, licenses, joint ventures and other contractual arrangements.  The Company may act
directly or indirectly through an interest in a partnership, corporation or other form of
organization.  Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business organization.  In
addition, the present management and stockholders of the Company most likely will not have
control of a majority of the voting shares of the Company following a reorganization transaction.
As part of such a transaction, the Company's directors may resign and new directors may be
appointed without any vote by stockholders.

It is likely that the Company will acquire its participation in a business opportunity
through the issuance of Common Stock or other  securities of the Company.  Although the terms
of any such transaction cannot be predicted, it should be noted that in certain circumstances the
criteria for determining whether or not an acquisition is a so-called "tax free" reorganization
under the Internal Revenue Code of 1986, depends upon the issuance to the stockholders of the
acquired company of more than 80% of the common stock of the combined entities immediately
following the reorganization.  If a transaction were structured to take advantage of these
provisions rather than other "tax free" provisions provided under the Internal Revenue Code, the
Company's stockholders in such circumstances would retain in the aggregate 20% or less of the
total issued and outstanding shares.  This could result in substantial additional dilution in the
equity of those who were stockholders of the Company prior to such reorganization.  Any such
issuance of additional shares might also be done simultaneously with a sale or transfer of shares
representing a controlling interest in the Company by the current officers, directors and principal
shareholders. (See "Description of Business - General").

It is anticipated that any securities issued in any reorganization  would be issued in
reliance upon exemptions, if any are available, from registration under applicable federal and
state securities laws.  In some circumstances, however, as a negotiated element of the transaction,
the Company may agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter.  The issuance of
substantial additional securities and their potential sale into any trading market that might
develop in the Company's securities may have a depressive effect upon such market.

The Company will participate in a business opportunity only after the negotiation and
execution of a written agreement.  Although the terms of such agreement cannot be predicted,
generally such an agreement would require specific representations and warranties by all of the
parties thereto, specify certain events of default, detail the terms of closing and the conditions
which must be satisfied by each of the parties thereto prior to such closing, outline the manner of
bearing costs if the transaction is not closed, set forth remedies upon default, and include
miscellaneous other terms.

As a general matter, the Company anticipates that it will enter into a letter of intent with
the management, principals or owners of a   prospective business opportunity prior to signing a
binding agreement.  Such a letter of intent will set forth the terms of the proposed acquisition but
will not bind either the Company or the business opportunity to consummate the transaction.
Execution of a letter of intent will by no means indicate that consummation of an acquisition is
probable.  Neither the Company nor the business opportunity will be bound to consummate the
acquisition unless and until a definitive agreement concerning the acquisition as described in the
preceding paragraph is executed.  Even after a definitive agreement is executed, it is possible that
the acquisition would not be consummated should either party elect to exercise any right
provided in the agreement to terminate it on specified grounds.

It is anticipated that the investigation of specific business  opportunities and the
negotiation, drafting and execution of relevant  agreements, disclosure documents and other
instruments will require  substantial management time and attention and substantial costs for
accountants, attorneys and others.  If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would not be recoverable.
Moreover, because many providers of goods and services require compensation at the time or
soon after the goods and services are provided, the inability of the Company to pay until an
indeterminate future time may make it impossible to procure goods and services.

Competition

The Company expects to encounter substantial competition in its efforts to locate
attractive opportunities, primarily from business development companies, venture capital
partnerships and corporations,  venture capital affiliates of large industrial and financial
companies, small investment companies, and wealthy individuals.  Many of these entities will
have significantly greater experience, resources and  managerial capabilities than the Company
and will therefore be in a better position than the Company to obtain access to attractive business
opportunities. The Company also will experience competition from other public "blind pool"
companies, many of which may have more funds available than does the Company.

Administrative Offices

The Company  currently  maintains a mailing address at 5330 E. 17th Ave. Parkway,
Denver, CO 80220, which is the office address of its President.  Other than this mailing address,
the Company does not currently maintain any other office facilities, and does not anticipate the
need for maintaining office facilities at any time in the foreseeable future.  The Company pays no
rent or other fees for the use of this mailing address.

Employees

The Company is a development stage company and currently has no employees.
Management of the Company expects to use consultants, attorneys and accountants as necessary,
and does not anticipate a need to engage any full-time employees so long as it is seeking and
evaluating business opportunities.  The need for employees and their availability will be
addressed in connection with the decision whether or not to acquire or participate in specific
business opportunities. No remuneration will be paid to the Company's officers except as set
forth under "Executive Compensation" and under "Certain Relationships and Related
Transactions."

Risk Factors

1.  Conflicts  of Interest.  Certain conflicts of interest may exist between the Company and its
officers and directors.  They have other business  interests to which they devote their  attention,
and may be expected to continue to do so although management time should be devoted to the
business of the Company. As a result, conflicts of interest may arise that can be resolved only
through exercise of such judgment as is consistent with fiduciary duties to the Company.  See
"Conflicts of Interest."

It is anticipated that Company's officers and directors may actively negotiate or otherwise
consent to the purchase of a portion of his common stock as a condition to, or in connection with,
a proposed  merger or acquisition transaction. In this process, the Company's  officers may
consider his own personal pecuniary benefit rather than the best interests of other Company
shareholders, and the other Company shareholders are not expected to be afforded the
opportunity to approve or consent to any particular stock buy-out transaction.  See "Conflicts of
Interest."

2.  Need For Additional  Financing.  The Company has very limited funds, and such funds may
not be adequate to take advantage of any available business opportunities.  Even if the
Company's funds prove to be sufficient to acquire an interest in, or complete a transaction with, a
business opportunity, the Company may not have enough capital to exploit the opportunity.  The
ultimate success of the Company may depend upon its ability to raise additional capital. The
Company has not investigated the availability, source, or terms that might govern the acquisition
of additional capital and will not do so until it determines a need for additional financing.  If
additional capital is needed, there is no assurance that funds will be available from any source or,
if available, that they can be obtained on terms  acceptable to the Company.  If not available, the
Company's operations will be limited to those that can be financed with its modest capital.

3.  Regulation of Penny Stocks. The Company's securities, when available for trading, will be
subject to a Securities and Exchange  Commission rule that imposes special sales practice
requirements upon  broker-dealers who sell such securities to persons other than established
customers or accredited investors. For purposes of the rule, the phrase "accredited investors"
means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of $1,000,000 or having an annual income  that exceeds $200,000 (or that,
when combined with a spouse's income, exceeds $300,000).  For transactions covered by the
rule, the broker-dealer must make a special suitability determination for the purchaser and
receive the purchaser's written agreement to the transaction  prior to the sale.  Consequently, the
rule may affect the ability of broker-dealers to sell the Company's securities and also may affect
the ability of purchasers in this offering to sell their securities in any market that might develop
therefore.

In addition, the Securities and Exchange Commission has adopted a number of rules to
regulate "penny  stocks."  Such rules  include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5,
15g-6,  15g-7, and 15g-9 under the Securities Exchange Act of 1934, as amended.  Because the
securities of the Company may constitute "penny stocks" within the meaning of the rules, the
rules would apply to the Company and to its  securities.  The rules may further affect the ability
of owners of Shares to sell the securities of the Company in any market that might develop for
them.

Shareholders should be aware that, according to Securities and Exchange Commission,
the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include (i) control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching
of purchases and sales and false and misleading press releases; (iii) "boiler room" practices
involving high-pressure sales tactics and unrealistic price projections by inexperienced sales
persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the resulting inevitable collapse
of those prices and with consequent investor losses.  The Company's management is aware of the
abuses that have occurred historically in the penny stock market.  Although the Company does
not expect to be in a position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of practical limitations to
prevent the described  patterns from being established with respect to the Company's securities.

4.  Lack of Operating History.  The Company was formed in March 1999 for the purpose of
seeking a business opportunity.  Due to the special risks inherent in the investigation, acquisition,
or involvement in a new business opportunity, the Company must be regarded as a new or start-up venture with all of the unforeseen costs, expenses, problems, and difficulties to which such
ventures are subject.

5.  No Assurance of Success or Profitability. There is no assurance that the Company will acquire
a favorable business opportunity.  Even if the Company should become involved in a business
opportunity,  there is no assurance that it will generate revenues or profits, or that the market
price of the  Company's Common Stock will be increased thereby.

6.  Possible Business - Not Identified and Highly Risky. The Company has not identified and has
no commitments to enter into or acquire a specific business opportunity and therefore can
disclose the risks and hazards of a business or opportunity that it may enter into in only a general
manner, and cannot disclose the risks and hazards of any specific business or opportunity that it
may enter into. An investor can expect a potential business opportunity to be quite risky. The
Company's acquisition of or participation in a business  opportunity will likely be highly illiquid
and could result in a total loss to the Company and its stockholders if the business or opportunity
proves to be unsuccessful. See Item 1 "Description of Business."

7.  Type of Business Acquired.  The type of business to be acquired may be one that desires to
avoid effecting its own public offering and the accompanying expense, delays, uncertainties, and
federal and state requirements which purport to protect investors.  Because of the Company's
limited capital, it is more likely than not that any acquisition by the Company will involve other
parties whose primary interest is the acquisition of control of a publicly traded company.
Moreover, any business opportunity acquired may be currently unprofitable or present other
negative factors.

8.  Impracticability  of Exhaustive Investigation.  The Company's limited funds and the lack of
full-time management will likely make it impracticable to conduct a complete and exhaustive
investigation and analysis of a business opportunity before the Company commits its capital or
other resources thereto.  Management  decisions, therefore, will likely be made without detailed
feasibility studies, independent analysis, market surveys and the like which, if the Company had
more funds available to it, would be desirable.  The Company will be particularly dependent in
making decisions upon information provided by the promoter, owner, sponsor, or others
associated with the business opportunity seeking the Company's participation.  A significant
portion of the Company's available funds may be expended for investigative expenses and other
expenses related to preliminary aspects of completing an acquisition transaction, whether or not
any business opportunity investigated is eventually acquired.

9.  Lack of Diversification.  Because of the limited financial resources that the Company has, it is
unlikely that the Company will be able to diversify its acquisitions or operations.  The Company's
probable  inability to diversify its activities into more than one area will subject  the Company to
economic fluctuations within a particular business or industry and therefore increase the risks
associated with the Company's operations.

10.  Reliance upon Financial  Statements.  The Company generally will require audited financial
statements from companies that it proposes to acquire.  Given cases where audited financials are
available, the Company will have to rely upon interim period unaudited information received
from target companies' management that has not been verified by outside auditors.  The lack of
the type of independent verification which audited financial statements would provide, increases
the risk that the Company, in evaluating an acquisition with such a target company, will not have
the benefit of full and accurate information about the financial condition and recent interim
operating history of the target company. This risk increases the prospect that the acquisition of
such a company might prove to be an unfavorable one for the Company or the holders of the
Company's securities.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  Except for historical
matters, the matters discussed in this Form 10-KSB are forward-looking statements based on
current expectations, and involve risks and uncertainties.  Forward-looking statements include,
but are not limited to, statements under the following headings:

(i) "Description of Business - General" - the general description of the Company's plan to
seek a merger or acquisition candidate, and the types of business opportunities that may be
pursued.

(ii) "Description of Business - Investigation and Selection of Business Opportunities" -
the steps which may be taken to investigate   prospective business opportunities, and the factors
which may be used in selecting a business opportunity.

(iii) "Description of Business - Form of Acquisition" - the manner in which the Company
may participate in a business acquisition.

The Company wishes to caution the reader that there are many  uncertainties and
unknown factors which could affect its ability to carry out its business plan in the manner
described herein.

ITEM 2.   DESCRIPTION OF PROPERTY.

The Company currently maintains a mailing address at 5330 E. 17th Avenue Parkway,
Denver, Colorado, which is the address of its  President. The Company pays no rent for the use
of this mailing address.  The Company does not believe that it will need to maintain an office at
any time in the foreseeable future in order to carry out its plan of operations described herein.
The Company's telephone number is (303) 394-1187.

The Company currently has no investments in real estate, real estate mortgages, or real
estate securities, and does not anticipate making any such investments in the future.  However,
the policy of the Company with respect to investment in real estate assets could be changed in the
future without a vote of security holders.

ITEM 3.   LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.

No director, officer or affiliate of the Company, and no owner of record or beneficial
owner of more than 5.0% of the securities of the Company, or any associate of any such director,
officer or security holder is a party adverse to the Company or has a material interest adverse to
the Company in reference to pending litigation.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF  SECURITY HOLDERS.

No matters were submitted to a vote of the security holders of the Company during the
fourth quarter of the fiscal year which ended September 30, 2000.

Part II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

There is not currently a public trading market for the Company's securities.  Such
securities are currently held of record by a total of approximately 36 persons.

No dividends have been declared or paid on the Company's securities, and it is not
anticipated that any dividends will be declared or paid in the foreseeable future.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The Company remains in the development stage.  Since inception, it has received cash
proceeds of $9,770 from sale of stock.  It has also issued shares for services valued at $60,200,
and recorded $66,323 as general and administrative costs in connection with formation of the
Company.  The Company has also expended a portion of its cash and the expenditure of such
funds in furtherance of its business plan, including primarily expenditure of funds to pay legal
and accounting expenses.  Consequently, the Company's balance sheet for the fiscal year ended
September 30, 2000, reflects a current asset value of $3,981, which is all in the form of cash,
current liabilities of $334, and a deficit of $66,323 accumulated during the development stage.

Results of Operations

During the period from March 2, 1999 (inception) through September 30, 2000, the
Company has accumulated a deficit of $66,323.  During this period, the Company has engaged in
no significant operations other than organizational activities, acquisition of capital, preparation
and filing of the registration of its securities under the Securities Exchange Act of 1934, as
amended, compliance with its periodical reporting requirements, and efforts to locate a suitable
merger or acquisition candidate.  No revenues were received by the Company during this period.

For the fiscal year ending September 30, 2001, the Company anticipates incurring a loss
as a result of expenses associated with compliance with the reporting requirements of the
Securities Exchange  Act of 1934, 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.  It may also continue to operate at a
loss after completing a business combination, depending upon the performance of the acquired
business.

Plan of Operations and Need for Additional Financing

During the fiscal year ending September 30, 2001, the Company plans to continue with
efforts to seek, investigate, and, if warranted, acquire one or more properties or businesses.  The
Company also plans to file all required periodical reports and to maintain its status as a fully-reporting Company under the Securities Exchange Act of 1934.  In order to proceed with its
plans for the next year, it is anticipated that the Company will require additional capital in order
to meet its cash needs.  These include the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934, as amended, as well as any costs the
Company may incur in seeking business opportunities.

No specific commitments to provide additional funds have been  made by management or
other stockholders, and the Company has no current plans, proposals, arrangements or
understandings with respect to the sale or issuance of additional securities prior to the location of
a  merger or acquisition candidate.  Accordingly, there can be no assurance that any additional
funds will be available to the Company to allow it to cover its expenses.  Notwithstanding the
foregoing, to the extent that additional funds are required, the Company anticipates receiving
such funds in the form of advancements from current shareholders without issuance of additional
shares or other securities, or through the private placement of restricted securities rather than
through a public offering.

The Company may also seek to compensate providers of services by issuances of stock in
lieu of cash.  For information as to the Company's policy in regard to payment for consulting
services, see "Certain Relationships and Transactions."

Year 2000 Compliance

The Company did not encounter problems related to compliance with Year 2000 issues.
Therefore, Year 2000 issues are not currently material to the Company's business, operations or
financial condition.  Furthermore, the Company does not anticipate that it will encounter Year
2000 issues or incur expenses related to remediation of Year 2000 issues in conjunction with
acquisition of a business opportunity.

ITEM 7.   FINANCIAL STATEMENTS.

See following pages.

PARK HILL CAPITAL  II CORP.

(A Development Stage Company)

Report of Independent Public Accountants

Balance Sheet

Statements of Operations

Statement of Stockholders' Equity

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders of Park Hill Capital II Corp.

We have audited the accompanying balance sheet of Park Hill Capital II Corp. (a development
stage company) as of September 30, 2000, and the related statements of operations, stockholders'
equity, and cash flows for the year ended September 30, 2000, and for the periods from inception
(March 2, 1999) to September 30, 2000 and 1999.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.  Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects,
the financial position of Park Hill Capital II Corp. as of September 30, 2000, and the results of its
operations and cash flows for the year then ended, and for the periods from inception (March 2,
1999) to September 30, 2000 and 1999 in conformity with generally accepted accounting
principles.

Denver, Colorado

October 26, 2000

Comiskey & Co.

PROFESSIONAL CORPORATION

PARK HILL CAPITAL II CORP.

(A Development Stage Company)

BALANCE SHEET

September 30, 2000

|**ASSETS**                                                                                            |         
|----------------------------------------------------------------------------------------------------- | --------
|**CURRENT ASSETS**                                                                                    |         
|Cash and cash equivalents                                                                             | $3,981  
|Total current assets                                                                                  | 3,981   
|**TOTAL ASSETS**                                                                                      | 3,981   
|**LIABILITIES AND STOCKHOLDERS' EQUITY**                                                              |         
|**CURRENT LIABILITIES**                                                                               |         
|Accounts payable                                                                                      | $334    
|Total current liabilities                                                                             | 334     
|**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                                                      | (66,323)
|                                                                                                      | 3,647   
|**TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY**                                                        | $3,981  

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

PARK HILL CAPITAL II CORP.

(A Development Stage Company)

STATEMENTS OF OPERATIONS



|                                                  | For the period from
inception (March 2,
1999) to September
30, 2000 | For the year ended
September 30,
2000 | For the initial period
ended September
30, 1999
|------------------------------------------------- | ------------------------------------------------------------------- | ------------------------------------- | -----------------------------------------------
|**REVENUES**                                      | $           -                                                       | $             -                       | $             -                                
|**EXPENSES**                                      |                                                                     |                                       |                                                
|Selling, general and
administrative               | 66,323                                                              | 4,933                                 | 61,390                                         
|Total expenses                                    | 66,323                                                              | 4,933                                 | 61,390                                         
|**NET LOSS**                                      | (66,323)                                                            | (4,933)                               | (61,390)                                       
|Accumulated deficit                               |                                                                     |                                       |                                                
|Balance, beginning of
period                      | -                                                                   | (61,390)                              | -                                              
|Balance, end of period                            | $(66,323)                                                           | $(66,323)                             | $(61,390)                                      
|**NET LOSS PER SHARE**                            | $    (0.02)                                                         | $       NIL                           | $    (0.02)                                    
|**WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING** | 2,808,345                                                           | 3,331,246                             | 3,181,000                                      



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

PARK HILL CAPITAL II CORP.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

For the period from inception (March 2, 1999) to September 30, 2000



|                                                                           | Common Stock

Number of
Shares | Common Stock

Amount | Additional
paid-in
capital | Deficit
accumulated
during the
development stage | Total
stockholders'
equity
|-------------------------------------------------------------------------- | ------------------------------ | -------------------- | -------------------------- | ------------------------------------------------ | --------------------------
|Common stock
issued for cash and
services, May 26,
1999 at $0.02 per
share | 3,150,000                      | $ 3,150              | $ 59,850                   | $           -                                    | $ 63,000                  
|Common stock
issued for cash,
May 26, 1999 at
$0.02 per share              | 31,000                         | 31                   | 589                        | -                                                | 620                       
|Net loss for the
period ended
September 30, 1999                           | -                              | -                    | -                          | (61,390)                                         | (61,390)                  
|Balance, September
30, 1999                                                | 3,181,000                      | 3,181                | 60,439                     | (61,390)                                         | 2,230                     
|Common stock
issued for services,
December 31, 1999
at $0.01 per share     | 35,000                         | 35                   | 315                        | -                                                | 350                       
|Common stock
issued for cash,
February 16, 2000
at $0.03 per share         | 200,000                        | 200                  | 5,800                      | -                                                | 6,000                     
|Net loss for the year
ended September
30, 2000                             | -                              | -                    | -                          | (4,933)                                          | (4,933)                   
|Balance, September
30, 2000                                                | 3,416,000                      | $ 3,416              | $ 66,554                   | $ (66,323)                                       | $ 3,647                   

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

PARK HILL CAPITAL II CORP.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS



|                                                                               | For the period from
inception (March 2,
1999) to September
30, 2000 | For the year ended
September 30,
2000 | For the initial period
ended September
30, 1999
|------------------------------------------------------------------------------ | ------------------------------------------------------------------- | ------------------------------------- | -----------------------------------------------
|**CASH FLOWS FROM
OPERATING
ACTIVITIES**                                       |                                                                     |                                       |                                                
|Net loss                                                                       | $ (66,323)                                                          | $ (4,933)                             | $ (61,390)                                     
|Adjustments to reconcile
net loss to net cash flows
from operating activities: |                                                                     |                                       |                                                
|Increase in accounts
payable                                                   | 334                                                                 | 334                                   | -                                              
|Stock issued for services                                                      | 60,200                                                              | 350                                   | 59,850                                         
|Net cash flows from
operating activities                                       | (5,789)                                                             | (4,249)                               | (1,540)                                        
|**CASH FLOWS FROM
INVESTING
ACTIVITIES**                                       | -                                                                   | -                                     | -                                              
|**CASH FLOWS FROM
FINANCING
ACTIVITIES**                                       |                                                                     |                                       |                                                
|Issuance of common stock                                                       | 9,770                                                               | 6,000                                 | 3,770                                          
|Net cash flows from
financing activities                                       | 9,770                                                               | 6,000                                 | 3,770                                          
|**NET INCREASE IN
CASH AND CASH
EQUIVALENTS**                                  | 3,981                                                               | 1,751                                 | 2,230                                          
|**CASH AND CASH
EQUIVALENTS,
BEGINNING OF
PERIOD**                             | -                                                                   | 2,230                                 | -                                              
|**CASH AND CASH
EQUIVALENTS, END
OF PERIOD**                                   | $ 3,981                                                             | $ 3,981                               | $ 2,230                                        

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

PARK HILL CAPITAL II CORP.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

**1.	Summary of Significant Accounting Policies**

Development Stage Company

Park Hill Capital II Corp. (a development stage company) (the "Company") was incorporated
under the laws of the State of Nevada on March 2, 1999.  The principal office of the corporation
is 5330 East 17th Avenue Parkway, Denver, Colorado  80220.

The Company is a new enterprise in the development stage as defined by Statement No. 7 of the
Financial Accounting Standards Board and has not engaged in any business other than
organizational efforts. It has no full-time employees and owns no real property. The Company
intends to operate as a capital market access corporation by registering with the U.S. Securities
and Exchange Commission under the Securities Exchange Act of 1934.  After this, the Company
intends to seek to acquire one or more existing businesses that have existing management,
through merger or acquisition.  Management of the Company will have virtually unlimited
discretion in determining the business activities in which the Company might engage.

Accounting Method

The Company records income and expenses on the accrual method.

Fiscal Year

The fiscal year of the corporation is September 30.

Loss per Share

Loss per share was computed using the weighted average number of shares outstanding during
the period.  Shares issued to insiders in anticipation of a public offering have been accounted for
as outstanding since inception.

Organization Costs

Costs to incorporate the Company are charged to expense as incurred.

Financial Instruments

Unless otherwise indicated, the fair value of all reported assets and liabilities that represent
financial instruments (none of which are held for trading purposes) approximate the carrying
values of such amount.

Statements of Cash Flows

For purposes of the statements of cash flows, the Company considers all highly liquid debt
instruments purchased with an original maturity of three months or less to be cash equivalents.

Use of Estimates

The preparation of the Company's financial statements in conformity with generally accepted
accounting principles requires the Company's management to make estimates and assumptions
that effect the amounts reported in these financial statements and accompanying notes.  Actual
results could differ from those estimates.

Consideration of Other Comprehensive Income Items

SFAF  130  -  Reporting Comprehensive Income, requires companies to present comprehensive
income (consisting primarily of net income plus other direct equity changes and credits) and its
components as part of the basic financial statements.  For the year ended September 30, 2000, the
Company's financial statements do not contain any changes in equity that are required to be
reported separately in comprehensive income.

Stock Basis

Shares of common stock issued for other than cash have been assigned amounts equivalent to the
fair value of the service or assets received in exchange.

- **Stockholders' Equity**

As of  September 30, 2000, 25,000,000 shares of the Company's $0.001 par value common stock
had been authorized, of which 3,416,000 were issued and outstanding.  Of the total shares
authorized for issuance, 3,150,000 were issued for cash of $0.001 per share and services of
$0.019 per share, with a total of $59,850 recorded as general and administrative costs in
connection with the formation of the Company.  The other 266,000 shares were issued for cash.

- **Related Party Transactions**

As of the date hereof, two shareholders are acting as officers and directors of the Company, and
are the owners of 2,000,000 shares of its issued and outstanding common stock, constituting
approximately 59% of the Company's issued and outstanding common stock.  The shares were
issued for cash of $0.001 per share and services provided which have been valued at a total of
$38,000.

Officers and directors are reimbursed for all out-of-pocket expenses.

**4.	Income Taxes**

The tax benefit of approximately $13,000 related to deductible temporary differences and operating
loss carryforwards has been offset by a full allowance for realization.

ITEM 8.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

The Company has had no change in, or disagreements with, its principal independent accountant
since the date of inception.

Part III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The directors and executive officers currently serving the Company are as follows:

|Name               | Age | Positions Held and Tenure                                         
|------------------ | --- | ------------------------------------------------------------------
|Frank L. Kramer    | 57  | President and a

Director since March, 1999                       
|Deborah A. Salerno | 46  | Secretary, Treasurer, and a Director

since September, March, 1999



The directors named above will serve until the next annual meeting of the Company's
stockholders.  Thereafter, directors will be elected for one-year terms at the annual stockholders'
meeting.  Officers will hold their positions at the pleasure of the board of directors, absent any
employment agreement, of which none currently exists or is contemplated.  There is no
arrangement or understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected as a director or
officer.

The directors and officers will devote their time to the Company's affairs on an "as needed"
basis, which, depending on the circumstances, could amount to as little as two hours per month,
or more than forty hours per month, but more than likely will fall within the range of five to ten
hours per month.

Biographical Information

FRANK L. KRAMER

Frank Lloyd Kramer, President and a director, obtained his BS in Business Administration
from Louisiana State University in 1964.  From 1968 through 1981, then from 1987 to 1990, Mr.
Kramer was employed by New York Life Insurance Company in various positions, including
agent, sales manager and general manager.  From 1981 to 1987, and from 1990 to present, he has
been self-employed as a private investor and financial consultant in the Denver area assisting
companies in obtaining financing for their business operations.  Mr. Kramer has had significant
experience in "shell" or "blank check" companies.

In addition to serving as President and a director of the Company, Mr. Kramer is also
currently an officer director of 8 other corporations which were incorporated on March 2, 1999
and were formed to seek acquisitions.  He is the president and director of Park Hill Capital I
Corp., Franklyn Resources I, Inc., Franklyn Resources II, Inc.  and Franklyn Resources III, Inc.,
and is the Secretary/Treasurer and a director of OSK Capital I Corp., OSK Capital II Corp., OSK
Capital III Corp., Park Hill Capital III Corp.

DEBORAH A. SALERNO

Deborah A. Salerno, the Company's Secretary/Treasurer and a director, is president (and
owner) of DAS Consulting, Inc., a private corporation located in New York City, providing
financial consulting services to corporations since 1988.

Ms. Salerno, who attended Pace University, has also been employed as a trader in the over-the-counter market. (Greentree Securities, October, 1986 through March, 1987); and as Vice
President and Syndicate Manager (Yves Hentic & Company, Inc., Jersey City, New Jersey, 1985
through 1986). She was also involved with the risk arbitrage market from 1978 through 1985,
and was Vice President of Bodkin Securities (1980 through 1985) and Assistant Options P&S
Manager for Ivan F. Boesky, from 1978 through 1980.

Ms. Salerno has had significant experience with "shell" or "blank check" companies.

In addition to serving as the Company's Secretary/Treasurer and a director, Ms. Salerno is
also currently an officer and director of 8 other corporations which were incorporated on March
2, 1999, and were formed to seek acquisitions.  She is the Secretary/Treasurer of Park Hill
Capital I Corp., Franklyn Resources I, Inc. , Franklyn Resources II, Inc., and Franklyn Resources
III, Inc.  She is the President and a director of OSK Capital I Corp., OSK Capital II Corp., OSK
Capital III Corp., and Park Hill Capital III Corp.

Ms. Salerno is also currently the Vice President and a director of Strategic Acquisitions, Inc.,
which was incorporated on October 16, 1989.

Compliance With Section 16(a) of the Exchange Act.

The Company's officers , directors and principal shareholdershave each filed an Initial Statement
of Beneficial Ownership of Securities on Form 3.

ITEM 10.  EXECUTIVE COMPENSATION.

No officer or director received any remuneration from the Company during the fiscal year.
Until the Company acquires additional capital, it is not intended that any officer or director will
receive compensation from the Company other than reimbursement for out-of-pocket expenses
incurred on behalf of the Company.  See "Certain Relationships and Related Transactions."  The
Company has no stock option, retirement, pension, or profit-sharing programs for the benefit of
directors, officers or other employees, but the Board of Directors may recommend adoption of
one or more such programs in the future.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The following table sets forth, as of the end of the Company's most recent fiscal year, the
number of shares of Common Stock owned of record and beneficially by executive officers,
directors and persons who hold 5.0% or more of the outstanding Common Stock of the
Company.  Also included are the shares held by all executive officers and directors as a group.

|Name and Address                                                     | Number of Shares
Owned Beneficially | Percent of Class
Owned
|-------------------------------------------------------------------- | ----------------------------------- | ----------------------
|Frank L. Kramer (1) (2)

5330 E. 17th Ave. Parkway

Denver, CO 80220 | 1,150,000                           | 35.87%                
|Deborah A. Salerno (1)

355 South End, 22B

New York, NY 10280       | 1,000,000                           | 31.19%                
|John P. O'Shea

355 South End, 22B

New York, NY 10280               | 1,000,000                           | 31.19%                
|All directors and executive

officers (2 persons)                    | 2,150,000                           | 67.06%                

(1)   The person listed is an officer, a director, or both, of the Company.

(2)    Includes 150,000 shares owned by Mr. Kramer's spouse, of which Mr. Kramer may be
deemed to be the beneficial owner.



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indemnification of Officers and Directors

The Articles of Incorporation and the Bylaws of the Company do not provide for
indemnification of officers, directors or controlling persons.  The General Corporation Law of
the State of Nevada (NRS 78.7502) provides that, "to the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding...or in defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses, including attorney's fees, actually and reasonably incurred by
him in connection with the defense."

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.

Exclusion of Liability

Nevada Statutes exclude personal liability of its directors to the Company and its
stockholders for monetary damages for breach of fiduciary duty except in certain specified
circumstances.  Accordingly, the Company will have a much more limited right of action against
its directors than otherwise would be the case.  This provision does not affect the liability of any
director under federal or applicable state securities laws.

Conflicts of Interest

None of the officers of the Company will devote more than a portion of his time to the affairs
of the Company.  There will be occasions when the time requirements of the Company's business
conflict with the demands of the officers' other business and investment activities.  Such conflicts
may require that the Company attempt to employ additional personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained upon terms
favorable to the Company.

Each of the Company's officers and directors also are officers, directors, or both of several
other Colorado based development-stage corporation in the same business as the Company.
These companies may be in direct competition with the Company for available opportunities.

Company management, and other principal shareholders of the Company, intend to actively
negotiate or otherwise consent to the purchase of a portion of their common stock as a condition
to, or in connection with, a proposed merger or acquisition transaction.  Members of management
acquired their initial shares for cash of $0.001 and services valued at $0.019 per share.
Additional shares were issued for cash and services at per share prices ranging from $0.01 to
$0.03. The total purchase price for all presently issued and outstanding shares  was $69,970, of
which $9,770 was paid in cash, and $60,200 was paid in the form of performance of services.  It
is anticipated that a substantial premium may be paid by the purchaser in conjunction with any
sale of shares by officers, directors or affiliates of the Company which is made as a condition to,
or in connection with, a proposed merger or acquisition transaction.  The fact that a substantial
premium may be paid to Company officers, directors and affiliates to acquire their shares creates
a conflict of interest for them and may compromise their state law fiduciary duties to the
Company's other shareholders.  In making any such sale, Company officers, directors and
affiliates may consider their own personal pecuniary benefit rather than the best interests of the
Company and the Company's other shareholders, and the other shareholders are not expected to
be afforded the opportunity to approve or consent to any particular buy-out transaction involving
shares held by members of Company management.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  The Exhibits listed below are filed as part of this Annual Report.



Exhibit No.				Document



3.1		Articles of Incorporation (incorporated by reference from Registration Statement on
Form 10-SB filed with the Securities and Exchange Commission on January 6,
2000).

3.2			Bylaws (incorporated by reference from Registration Statement on Form 10-SB filed
with the Securities and Exchange Commission on January 6, 2000 ).

4.1			Specimen Common Stock Certificate (incorporated by reference from Registration
Statement on Form 10-SB filed with the Securities and Exchange Commission on
January 6, 2000 ).

*27		Financial Data Schedule



(b)  No reports on Form 8-K were filed by the Company during the last quarter of its fiscal year
ending September 30, 2000.

*filed herewith

SIGNATURE

In accordance with the Exchange Act, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

PARK HILL CAPITAL II CORP.

By: /S/ FRANK L. KRAMER

Frank L. Kramer, President

Date: December 29, 2000

EXHIBIT 27 - Financial Data Schedule